Common use of Notice to the Initial Purchaser Clause in Contracts

Notice to the Initial Purchaser. The Company will advise the Initial Purchaser promptly, and, if requested, confirm such advice in writing, (i) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or the initiation or threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of the initial offering of the Securities by the Initial Purchaser as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification of the Securities and, if issued, to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Land O Lakes Inc

AutoNDA by SimpleDocs

Notice to the Initial Purchaser. The Company will advise the Initial Purchaser promptly, and, if requested, and confirm such advice in writing, (i) of any action by the issuance by any governmental Commission, the Exchange that prevents or regulatory authority of any order preventing or suspending suspends the use of the Preliminary Offering Memorandum or the Offering Memorandum Pricing Disclosure Package or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (ii) of the occurrence of any event at any time prior to within the completion of the initial offering of the Securities by the Initial Purchaser Offering Memorandum Delivery Period as a result of which the Preliminary Offering Memorandum or the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Offering Memorandum or the Pricing Disclosure Package is delivered to a purchaser, not misleading; and (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Preliminary Offering Memorandum or the Offering Memorandum Pricing Disclosure Package or suspending any such qualification of the Securities Shares and, if any such order is issued, to will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Agreement (Apollo Commercial Real Estate Finance, Inc.)

Notice to the Initial Purchaser. The Company will advise the Initial Purchaser promptly, and, if requested, and confirm such advice in writing, (i) of the issuance by any governmental or regulatory authority Governmental Authority of any order preventing or suspending the use of any of the Preliminary Offering Memorandum Pricing Disclosure Package, any Issuer Written Communication or the Offering Memorandum or the initiation or threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of the initial offering of the Securities by the Initial Purchaser as a result of which any of the Pricing Disclosure Package, any Issuer Written Communication or the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when such Pricing Disclosure Package, Issuer Written Communication or the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or the threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Preliminary Offering Memorandum Pricing Disclosure Package, any Issuer Written Communication or the Offering Memorandum or suspending any such qualification of the Securities and, if any such order is issued, to will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Purchase Agreement (Bright Scholar Education Holdings LTD)

AutoNDA by SimpleDocs

Notice to the Initial Purchaser. The Company Issuers will advise the Initial Purchaser promptly, and, if requested, and confirm such advice in writing, (i) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or the initiation or threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of the initial offering of the Securities by the Initial Purchaser as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by any of the Company Issuers of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the Company Issuers will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification of the Securities and, if any such order is issued, to will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Purchase Agreement (Plains Exploration & Production Co)

Time is Money Join Law Insider Premium to draft better contracts faster.