Descriptions in the Most Recent Preliminary Prospectus and Prospectus. The statements in the most recent preliminary prospectus and Prospectus under the caption “Business — Regulation” are accurate in all material respects. XXXXXXX XXXXX & ASSOCIATES, INC. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 Re: Proposed Public Offering by StoneMor Partners L.P. Dear Sirs: The undersigned, an officer and/or director of StoneMor GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), understands that Xxxxxxx Xxxxx & Associates, Inc. (“Xxxxxxx Xxxxx”), acting as Representative (in such capacity, the “Representative”) and Xxxxxx Xxxxxxxxxx Xxxxx LLC (“Janney,” and together with Xxxxxxx Xxxxx, the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Partnership providing for the public offering (the “Offering”) of common units (the “Common Units”) representing limited partner interests in the Partnership. Capitalized terms used in this letter agreement and not otherwise defined herein, have the respective meanings given such terms in the Underwriting Agreement. In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriters that, during a period of 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Common Units or any securities convertible into or exchangeable or exercisable for Common Units, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Units”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Units, whether any such swap or transaction is to be settled by delivery of Common Units or other securities, in cash or otherwise. Notwithstanding the foregoing, if: (1) during the last 17 days of the 90-day lock-up period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (2) prior to the expiration of the 90-day lock-up period, the Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period,
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Samples: Underwriting Agreement (Stonemor Partners Lp), Underwriting Agreement (Stonemor Partners Lp)
Descriptions in the Most Recent Preliminary Prospectus and Prospectus. The To such counsel’s knowledge, the statements in the most recent preliminary prospectus and Prospectus under the caption “Business — – Regulation” are accurate in all material respects. XXXXXXX XXXXX & ASSOCIATES, INC. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 Re: Proposed Public Offering by StoneMor Partners L.P. Dear Sirs: The undersigned, an officer and/or director of StoneMor GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), understands that Xxxxxxx Xxxxx & Associates, Inc. (“Xxxxxxx Xxxxx”), acting as Representative (in such capacity, the “Representative”) and ), together with Xxxxxx Xxxxxxxxxx Xxxxx LLC (“Janney,” ”), Xxxxxxxxxx Securities, Inc. (“Xxxxxxxxxx”), BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”), and Ladenburg Xxxxxxxx & Co. Inc. (together with Xxxxxxx XxxxxJames, Janney, Xxxxxxxxxx and BB&T, the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Partnership providing for the public offering (the “Offering”) of common units (the “Common Units”) representing limited partner interests in the Partnership. Capitalized terms used in this letter agreement and not otherwise defined herein, herein have the respective meanings given such terms in the Underwriting Agreement. In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriters that, during a period of 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Common Units or any securities convertible into or exchangeable or exercisable for Common Units, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Units”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Units, whether any such swap or transaction is to be settled by delivery of Common Units or other securities, in cash or otherwise. Notwithstanding the foregoing, if:
(1) during the last 17 days of the 90-day lock-up period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or
(2) prior to the expiration of the 90-day lock-up period, the Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period,
Appears in 2 contracts
Samples: Underwriting Agreement (Stonemor Partners Lp), Underwriting Agreement (Stonemor Partners Lp)
Descriptions in the Most Recent Preliminary Prospectus and Prospectus. The statements in the most recent preliminary prospectus and Prospectus under the caption “Business — – Regulation” are accurate in all material respects. XXXXXXX XXXXX & ASSOCIATES, INC. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: We have acted as counsel to the Local Entities (as defined in that opinion letter delivered by us to Bank of America, N.A., in its capacity as Administrative Agent, Collateral Agent, Swing Line Lender and L/C issuer dated as of the date hereof (a copy of which is attached hereto, the “Opinion Letter”) in connection with that certain Amended and Restated Credit Agreement, dated as of August 15, 2007 (the “Credit Agreement”) and that certain Fourth Amendment to the Credit Agreement dated as of the date hereof, among the Credit Parties, the various financial institutions from time to time party thereto, and Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer). You hereby are authorized to accept, use and rely upon the Opinion Letter and the opinions set forth therein. This reliance and opinion letter is provided to you pursuant to Section 5(d) of the Underwriting Agreement dated as of November 18, 2009, by and among StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”) StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), StoneMor GP LLC (the “General Partner”) and Xxxxxxx Xxxxx & Associates, Inc. (the “Underwriter”) in connection with the transactions contemplated by the Transaction Documents (as defined in the Underwriting Agreement). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Opinion Letter and, to the extent not defined therein, shall have the meaning ascribed to such term in the Underwriting Agreement. This reliance and opinion letter is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This reliance and opinion letter is not a guaranty and should not be construed or relied on as such. This reliance and opinion letter is given as of the date hereof. We assume no obligation to update or supplement this reliance and opinion letter or the Opinion Letter to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur. This reliance and opinion letter is rendered solely for the benefit of the addressees hereof in connection with the Prospectus, and this reliance opinion letter may not be relied upon in connection with any other matter or by any other person or entity without our express prior written consent. This reliance and opinion letter may not be quoted or in any way published or provided to any person or entity without our express prior written consent. XXXXXXX XXXXX & ASSOCIATES, INC. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 Re: Proposed Public Offering by StoneMor Partners L.P. Dear Sirs: The undersigned, an officer and/or director of StoneMor GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), understands that Xxxxxxx Xxxxx & Associates, Inc. (“Xxxxxxx Xxxxx”), acting as Representative (in such capacity, the “Representative”) and Xxxxxx Xxxxxxxxxx Xxxxx LLC (“Janney,” and together with Xxxxxxx Xxxxx, the “Underwriters”) propose proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Partnership providing for the public offering (the “Offering”) of common units (the “Common Units”) representing limited partner interests in the Partnership. Capitalized terms used in this letter agreement and not otherwise defined herein, have the respective meanings given such terms in the Underwriting Agreement. In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriters Xxxxxxx Xxxxx that, during a period of 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the RepresentativeXxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Common Units or any securities convertible into or exchangeable or exercisable for Common Units, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Units”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Units, whether any such swap or transaction is to be settled by delivery of Common Units or other securities, in cash or otherwise. Notwithstanding the foregoing, if:
(1) during the last 17 days of the 90-day lock-up period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or
(2) prior to the expiration of the 90-day lock-up period, the Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period,, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Descriptions in the Most Recent Preliminary Prospectus and Prospectus. The statements in the most recent preliminary prospectus and Prospectus under the caption “Business — – Regulation” are accurate in all material respects. XXXXXXX XXXXX & ASSOCIATES, INC. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 BARCLAYS CAPITAL INC. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by StoneMor Partners L.P. Dear Sirs: The undersigned, an officer and/or director of StoneMor GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), understands that Xxxxxxx Xxxxx & Associates, Inc. (“Xxxxxxx Xxxxx”), acting as Representative Barclays Capital Inc. (in such capacity“Barclays Capital,” and together with Xxxxxxx Xxxxx, the “RepresentativeRepresentatives”), Xxxxxx X. Xxxxx & Co. Incorporated (“Xxxxx”) and Xxxxxx Xxxxxxxxxx Xxxxx LLC (“Janney,” and together with Xxxxxxx XxxxxXxxxx and the Representatives, the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Partnership providing for the public offering (the “Offering”) of common units (the “Common Units”) representing limited partner interests in the Partnership. Capitalized terms used in this letter agreement and not otherwise defined herein, have the respective meanings given such terms in the Underwriting Agreement. In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriters that, during a period of 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the RepresentativeRepresentatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Common Units or any securities convertible into or exchangeable or exercisable for Common Units, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Units”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Units, whether any such swap or transaction is to be settled by delivery of Common Units or other securities, in cash or otherwise. Notwithstanding the foregoing, if:
(1) during the last 17 days of the 90-day lock-up period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or
(2) prior to the expiration of the 90-day lock-up period, the Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period,, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The undersigned hereby acknowledges and agrees that written notice of any extension of the 90-day lock-up period pursuant to the previous paragraph will be delivered by the Representatives to the Partnership (in accordance with the terms of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 90-day lock-up period, it will give notice thereof to the Partnership and will not consummate such transaction or take any such action unless it has received written confirmation from the Partnership that the 90-day lock-up period (as may have been extended pursuant to the previous paragraph) has expired. The undersigned also agrees and consents to the entry of stop transfer instructions with the Partnership’s transfer agent and registrar against the transfer of the Lock-Up Units except in compliance with the foregoing restrictions. It is understood that, if the Partnership notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Units, the undersigned will be released from his obligations under letter agreement. The undersigned understands that the Partnership and the Underwriters will proceed with the Offering in reliance on this letter agreement. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Partnership and the Underwriters. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Print Name: The opinion of such counsel pursuant to Section 5(m) shall be rendered to the Representatives at the request of the Partnership and shall so state therein.
1. The Underwriting Agreement has been duly authorized, executed and delivered by the Trustee with respect to each Trust.
2. The Power of Attorney has been duly authorized, executed and delivered by the Trustee with respect to each Trust.
3. The Power of Attorney constitutes a valid and binding obligation of the Trustee with respect to the Trusts, except where (i) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, debtor and creditor or other similar laws now or hereafter in effect relating to rights of creditors and other obligees generally, (ii) the remedy of specific performance and other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceedings may be brought and (iii) rights to indemnity, contribution, reimbursement and the like may be limited by applicable law and public policy.
4. Upon payment for the Units pursuant to the Underwriting Agreement, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), by registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to the securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “UCC”)) to such Units), DTC shall be a “protected purchaser” (within the meaning of Section 8-303 of the UCC) of such Units, and each Underwriter will have acquired a “security entitlement” (as defined in Section 8-102(a)(17) of the UCC) with respect to such Units, free of any “adverse claim” (within the meaning of Section 8-102 of the UCC) with respect thereto. For purposes of this opinion, we have assumed that the Units are “uncertificated securities” (as defined in Section 8-102(a)(18) of the UCC) and we have further assumed that when such payment, delivery and crediting occur, (A) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership Unit registry in accordance with the Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC), (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, and (D) that such accounts on the records of DTC are “securities accounts” (as defined in Section 8-501(a) of the UCC).
5. The execution and delivery by the Trustee with respect to the Trusts of the Underwriting Agreement and the sale of the Units in accordance with the Underwriting Agreement will not: (a) require any consent, approval, license or exemption by, order or authorization of, or filing, recording or registration by the Trustee with, any New York state or federal governmental authority, except such consents, approvals, licenses, authorizations, filings, recordings or registrations under the Securities Act and the Securities and Exchange Act of 1934, as amended (as to which we express no opinion), and applicable state securities laws (as to which we express no opinion), (b) constitute a default under or a material breach of any of the terms, conditions or provisions of the Operative Agreement, or (c) constitute a material violation of any New York state or federal statute, rule or regulation by which the Trustee is bound with respect to the Trusts that in our experience is typically applicable to transactions of the nature contemplated by the Underwriting Agreement.
Appears in 1 contract
Descriptions in the Most Recent Preliminary Prospectus and Prospectus. The statements in the most recent preliminary prospectus and Prospectus under the caption “Business — – Regulation” are accurate in all material respects. XXXXXXX XXXXX & ASSOCIATES, INC. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 Re: Proposed Public Offering by StoneMor Partners L.P. Dear Sirs: The undersigned, an officer and/or director of StoneMor GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), understands that Xxxxxxx Xxxxx & Associates, Inc. (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (“Barclays”), acting as Representative Representatives (in such capacity, the “RepresentativeRepresentatives”) and ), together with Xxxxxx Xxxxxxxxxx Xxxxx LLC (“Janney,” ”) and BB&T Capital Markets, a division of BB&T Securities, LLC (together with Xxxxxxx Xxxxx, Barclays and Janney, the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Partnership providing for the public offering (the “Offering”) of common units (the “Common Units”) representing limited partner interests in the Partnership. Capitalized terms used in this letter agreement and not otherwise defined herein, herein have the respective meanings given such terms in the Underwriting Agreement. In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriters that, during a period of 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the RepresentativeRepresentatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Common Units or any securities convertible into or exchangeable or exercisable for Common Units, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Units”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Units, whether any such swap or transaction is to be settled by delivery of Common Units or other securities, in cash or otherwise. Notwithstanding the foregoing, if:
(1) during the last 17 days of the 90-day lock-up period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or
(2) prior to the expiration of the 90-day lock-up period, the Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period,
Appears in 1 contract
