Representations and Warranties of the Placement Agents. Each Placement Agent represents and warrants to the Offerors as to itself (but not as to the other Placement Agent) as follows:
Representations and Warranties of the Placement Agents. Each ------------------------------------------------------- Placement Agent represents and warrants to the Offerors as to itself (but not as to the other Placement Agent) as follows:
Representations and Warranties of the Placement Agents. Each Placement Agent, severally and not jointly, represents and warrants to, and agrees with, the Company as set forth below in this Section 3.
Representations and Warranties of the Placement Agents. Each Placement Agent hereby severally represents and warrants to the Company that: such Placement Agent is and will remain during the term of this Agreement, (i) a duly registered broker-dealer pursuant to the 1934 Act, (ii) a member in good standing of FINRA, and (iii) duly registered as a broker-dealer under the applicable statutes and regulations of each jurisdiction in which the Securities will be offered and sold, except where registration would not be required by such laws. Other than compliance with standard internal operating procedures, such Placement Agent is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement that it has not obtained or made.
Representations and Warranties of the Placement Agents. The Placement Agents represent and warrant to and agrees with the Company that it has not distributed and will not distribute, prior to the time of purchase, any Issuer Free Writing Prospectus as defined in Rule 433 of the Act other than the Issuer Free Writing Prospectuses listed on Exhibit A.
Representations and Warranties of the Placement Agents. Each Placement Agent, severally and not jointly, represents and warrants to, and agrees with, the Company that it has not and will not solicit offers for the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (ii) it has and will solicit offers for the Securities only from persons whom it reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to them that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Section 4(2) of the Securities Act, and, in each case, in transactions pursuant to Section 4(2) of the Securities Act.
Representations and Warranties of the Placement Agents. Each of National Securities Corporation and Xxxxx Xxxxxx, Carret & Co., LLC hereby severally, but not jointly, represent, warrant and covenant to Redpoint as follows:
Representations and Warranties of the Placement Agents. (a) Xxxxxxx represents and warrants to, and agrees with, Infosmart and Cyber Merchants that:
Representations and Warranties of the Placement Agents. Each of the Placement Agents represents that:
Representations and Warranties of the Placement Agents. Each of the Placement Agents represents and warrants to and agrees with the Company that (i) it has not distributed and will not distribute, prior to the time of purchase, any “issuer free writing prospectus” as defined in Rule 433 of the Act other than the Issuer Free Writing Prospectuses listed on Exhibit A, (ii) it is registered as a broker-dealer under the Exchange Act and licensed and otherwise qualified to do business as a broker-dealer in all states in which Shares will be offered pursuant to the Agreement, (iii) assuming compliance by the Company with all relevant provisions of the Act in connection with the Prospectus, it will conduct all offers and sales of the Shares in compliance with relevant provisions of the Act and various state securities laws and regulations, and (iv) it will only act as agents of the Company in those jurisdictions in which it is, expressly or impliedly, authorized to do so.
