Representations and Warranties of Placement Agent. You represent and warrant to the Company that:
(a) You are a member, in good standing, of the Financial Industry Regulatory Authority (“FINRA”), and are duly registered as a broker-dealer under the 1934 Act, and under the laws of each state in which you propose to offer the Shares, except where such registration would not be required by law.
(b) This Agreement when accepted and approved will be duly authorized, executed and delivered by you and is a valid and binding agreement of you, enforceable in accordance with its terms, except to the extent that enforceability may be limited by (i) bankruptcy, insolvency, moratorium, liquidation, reorganization, or similar laws affecting creditors’ rights generally, regardless of whether such enforceability is considered in equity or at law, (ii) general equity principles, and (iii) limitations imposed by federal and state securities laws or the public policy underlying such laws regarding the enforceability of indemnification or contribution provisions.
(c) The consummation of the transactions contemplated by the Prospectus relating to the Offering will not violate or constitute a breach of, or default under, your memorandum or articles of association, or any material instrument, agreement, or indenture to which you are a party, or violate any order applicable to you of any federal or state regulatory body or administrative agency having jurisdiction over you or your property.
Representations and Warranties of Placement Agent. The Placement Agent represents and warrants to the Company that: (i) it will comply with all applicable federal laws regarding trading in securities of the Company, (ii) it will not disclose any non-public material information of the Company without the prior written consent of the Company during the Term for a period of one (1) year from the termination date of this Agreement, and (iii) that it is a registered broker-dealer in good standing with the relevant regulatory agencies.
Representations and Warranties of Placement Agent. Each of you represents and warrants to the Company that:
Representations and Warranties of Placement Agent. The Placement Agent represents and warrants to the Company as follows: (a) it is a licensed broker-dealer registered with the SEC, FINRA and State securities laws and regulations and is licensed under FINRA and State securities laws regulations to sell Securities to QIBS and accredited investors; (b) there are no judgments, orders, decrees, or like actions, or any proceedings pending, before the SEC, FINRA, any State, or any court or arbitration panel that prohibit or effect it from carrying out its obligations under this Agreement; and (c) this Agreement has been duly authorized and approved by it, does not contravene its organizational documents or any agreement or order to which it is a party, and is a legal and valid obligation binding on it.
Representations and Warranties of Placement Agent. (a) Placement Agent is a broker-dealer registered with the SEC and FINRA; (b) there are no judgments, orders, decrees, or like actions, or any proceedings pending, before the SEC, FINRA, any State, or any court or arbitration panel that prohibit or affect it from carrying out its obligations under this Agreement; and (c) this Agreement has been duly authorized and approved by Placement Agent, does not contravene its organizational documents or any agreement or order to which it is a party, and is a legal and valid obligation binding on Placement Agent.
Representations and Warranties of Placement Agent. You, as Placement Agent, represent and warrant to the Company that:
(a) You are a member, in good standing, of the National Association of Securities Dealers, Inc. ("NASD"), and are duly registered as a broker-dealer under the Securities Exchange Act of 1934, and under the laws of each state in which you propose to offer the Notes, except where such registration would not be required by law.
(b) Each purchaser of Notes will execute a Note Purchase Agreement substantially in the form attached as Appendix B to the PPM. You will have sufficient reason to believe that the persons executing the Note Purchase Agreement have the qualifications set forth therein.
(c) This Agreement when accepted and approved will be duly authorized, executed and delivered by you and is a valid and binding agreement of the Placement Agent, enforceable in accordance with its terms, except to the extent that enforceability may be limited by (i) bankruptcy, insolvency, moratorium, liquidation, reorganization, or similar laws affecting creditors' rights generally, regardless of whether such enforceability is considered in equity or at law, (ii) general equity principles, and (iii) limitations imposed by federal and state securities laws or the public policy underlying such laws regarding the enforceability of indemnification or contribution provisions.
(d) The consummation of the transactions contemplated by the PPM relating to the Offering will not violate or constitute a breach of, or default under, your articles of incorporation or bylaws, or any material instrument, agreement, or indenture to which you are a party, or violate any order applicable to you of any federal or state regulatory body or administrative agency having jurisdiction over you or your property.
(e) Until the termination of this Agreement, if any event affecting the PPM, the Company or you shall occur which, in the opinion of counsel to the Company, should be set forth in a supplement to the PPM, you agree to distribute each supplement of the PPM to each person who has previously received a copy of the PPM from you and you further agree to include such supplement in all future deliveries of the PPM.
(f) You represent that in recommending to an investor the purchase of the Notes, you shall:
(i) have reasonable grounds to believe, on the basis of information obtained from the investor concerning his investment objectives, other investments, financial situation and needs, sophistication and experience in making simil...
Representations and Warranties of Placement Agent. The Placement Agent hereby represents and warrants to the Company as follows:
a. The Placement Agent is a member in good standing, and during the term of this Agreement will remain a member in good standing, with the National Association of Securities Dealers, Inc. ("NASD"), and is, and during the term of this Agreement will remain, registered as a broker-dealer with the Securities and Exchange Commission ("SEC").
b. The Placement Agent is a corporation duly formed or organized, validly existing and in good standing under its state of formation or organization. The Placement Agent is in good standing and duly qualified to do business in any state where such status is required and where it intends to offer and sell the Securities. This Agreement is duly authorized, executed and delivered by the Placement Agent and is binding on the Placement Agent.
c. The Placement Agent will comply with all rules, regulations and other requirements of the SEC and the NASD with respect to the sale of the Securities.
d. The Placement Agent will not solicit any offer to buy or offer to sell any Securities by means of any form of general solicitation or general advertising, including, but not limited to, the following:
(i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television, radio, the world wide web or otherwise; and
(ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
e. The Placement Agent will not solicit any offer to buy from or offer to sell to any person any Securities unless (i) the Placement Agent has a preexisting relationship with such person, and (ii) the Placement Agent has a reasonable belief that such person is an accredited investor (as such term is defined in Rule 501 of Regulation D of the Act).
f. The Placement Agent will at all times comply with the provisions of Rule 502(c) of Regulation D of the Act in connection with the manner of the offering of the Securities.
g. The Placement Agent will timely assist the Company with the preparation of the notice on Form D relating to the Securities offered or sold in the offering by timely providing certain information relating to the offering as reasonably requested by the Company.
h. The Placement Agent will, in the performance of its duties hereunder, comply in all material respects with all applicable requirements under the Act, and all other applicable state and f...
Representations and Warranties of Placement Agent. The Placement Agent hereby represents, warrants and covenants to the Issuer, the Borrower, and the Initial Purchaser:
(a) The Placement Agent shall hold all Subordinate Bonds delivered to it by the Issuer and all funds paid to it by the Initial Purchaser and not on its own behalf, and agrees and acknowledges that it has no right, title or interest in the Subordinate Bonds or in such funds. The Placement Agent shall, immediately upon receipt of payment from the Initial Purchaser, transfer such funds pursuant to the directions or instructions of the Issuer and/or the Borrower.
(b) The Placement Agent is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
(c) The Placement Agent represents that it is either registered with the Financial Industry Regulatory Issuer, Inc. (“FINRA”) as a broker-dealer and the Securities and Exchange Commission (“SEC”) as a broker-dealer, or is otherwise registered with the necessary regulatory authorities required for it to serve as a Placement Agent for the Subordinate Bonds.
Representations and Warranties of Placement Agent. Placement Agent hereby represents and warrants to the Company that:
a. Placement Agent is duly registered pursuant to the provisions of the Securities Exchange Act of 1934 as a dealer and is duly registered as a broker-dealer in those states where required and Placement Agent agrees to comply with all statutes and other requirements applicable to Placement Agent as a broker-dealer pursuant to those registrations and is legally authorized under all applicable laws to engage in the activities contemplated hereby and receive compensation therefor as herein contemplated.
b. Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”); the Securities Investor Protection Corporation (“SIPC”), and the National Investment Banking Association (“NIBA”).
c. This Agreement, when accepted and approved by Placement Agent, will be duly authorized, executed and delivered by Placement Agent and is a valid and binding agreement on Placement Agent’s part.
Representations and Warranties of Placement Agent. (a) The Placement Agent has offered the shares of Common Stock for sale, solicited offers to buy the shares of Common Stock, and otherwise negotiated in respect of the shares of Common Stock only in a manner that conformed to the offering procedures set forth in the Private Offering Memorandum.
(b) The Placement Agent has delivered to each offeree a copy of the Private Offering Memorandum.
(c) Each offeree will be given the opportunity to ask questions of representatives of the Bank concerning the shares of Common Stock and the transactions relating to their purchase, and immediately prior to making the offer to each offeree, the Placement Agent will have reasonable grounds to believe and will believe that each such offeree was an "accredited investor" as such term is defined in Rule 501 of the General Rules and Regulations of the Commission under the Securities Act. The representations and warranties contained in this Section 3.3(c), insofar as they relate to federal and State securities laws requirements, are made in reliance on the representations and warranties of the Purchasers contained in Section 3.3 of the Purchase and Sale Agreement.
(d) The Placement Agent will not, directly or through any agent, offer the shares of Common Stock for sale, or solicit any offers to buy the shares of Common Stock, or otherwise negotiate with any person with respect to the shares of Common Stock on the basis of general solicitation or general advertising, including without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; or, distribute any letters, circulars, notices, memoranda, or other written communications of a general nature to customers announcing or describing, or inviting inquiries concerning the offering of the shares of Common Stock.
