Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Units will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Units will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable laws and regulations, including but not limited to Regulation M, in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Units. Other than an Issuer Free Writing Prospectus approved in advance by the Partnership and the Agent in its capacity as agent hereunder pursuant to Section 22, the Agent (including its agents and representatives) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Units hereunder.
Appears in 2 contracts
Samples: At the Market Issuance Sales Agreement (KNOT Offshore Partners LP), At the Market Issuance Sales Agreement (KNOT Offshore Partners LP)
Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Units will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Units will be offered and sold, except such states in which the Agent it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable laws and regulations, including but not limited to Regulation M, in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Units. Other than an Issuer Free Writing Prospectus approved in advance by the Partnership and the Agent in its capacity as agent hereunder pursuant to Section 22, the Agent (including its agents and representatives) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Units hereunder.
Appears in 2 contracts
Samples: At the Market Issuance Sales Agreement (Hoegh LNG Partners LP), At the Market Issuance Sales Agreement (Hoegh LNG Partners LP)
Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Units Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Units Shares will be offered and sold, except such states in which the Agent it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable laws law and regulations, including but not limited to Regulation M, regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement UnitsShares. Other than an Issuer Free Writing Prospectus approved in advance by the Partnership Company and the Agent in its capacity as agent hereunder pursuant to Section 2223, the Agent (including its agents and representatives, other than the Agent in its capacity as such) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Units Shares hereunder.
Appears in 2 contracts
Samples: At Market Issuance Sales Agreement (Entera Bio Ltd.), At Market Issuance Sales Agreement (Entera Bio Ltd.)
Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Units Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Units Shares will be offered and sold, except such states in which the Agent it is exempt from registration or such registration is not otherwise required, required during the term of this Agreement. The Agent shall comply with all applicable laws and regulations, including but not limited to Regulation M, regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement UnitsShares. Other than an Issuer Free Writing Prospectus approved in advance by the Partnership Company and the Agent in its capacity as agent hereunder pursuant to Section 2223, the Agent (including its agents and representatives) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Units Shares hereunder.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement (Fuelcell Energy Inc)