Representations, Warranties and Covenants of the Selling Stockholder. The Selling Stockholder represents and warrants to, and agrees with, each of the Underwriters and the Company that: (i) Such Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1(a) of this Agreement are not true and correct. (ii) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; (iii) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws (or similar organizational documents) of such Selling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Trust Agreement or Declaration of Trust of such Selling Stockholder if such Selling Stockholder is a trust, the Certificate of Formation or Limited Liability Company Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder; (iv) Such Selling Stockholder has, and immediately prior to each Time of Delivery such Selling Stockholder will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, such Selling Stockholder will transfer to the several Underwriters, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims; (v) Such Selling Stockholder is not prompted to sell Ordinary Shares by any information concerning the Company that is not set forth in the Pricing Prospectus; (vi) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (vii) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, such Registration Statement and Preliminary Prospectus did not, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (viii) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to the Representatives prior to or at the First Time of Delivery (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-8 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (ix) Certificates in negotiable form representing all of the Shares to be sold by the Selling Stockholder hereunder have been delivered to the Company’s transfer agent, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”); subject to the terms and conditions of this Agreement, the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, by the dissolution of the Selling Stockholder, or by the occurrence of any other event; if the Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares shall be delivered to the Transfer Agent by or on behalf of the Selling Stockholder, subject to and in accordance with, the terms and conditions of this Agreement; (x) Such Selling Stockholder is not a member of or an affiliate of or associated with any member of FINRA; and (xi) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to or will use or refer to any “free writing prospectus” as defined in Rule 405 under the Act, relating to the Shares.
Appears in 3 contracts
Samples: Underwriting Agreement (Telvent Git S A), Underwriting Agreement (Telvent Git S A), Underwriting Agreement (Telvent Git S A)
Representations, Warranties and Covenants of the Selling Stockholder. The Selling Stockholder represents and warrants to, and agrees with, each of the Underwriters and the Company that:
(i) Such Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1(a) of this Agreement are not true and correct.
(ii) All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this AgreementAgreement and the Power of Attorney and the Custody Agreement hereinafter referred to, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder;
(iiiii) The sale of the Shares to be sold by such the Selling Stockholder hereunder and the compliance by such the Selling Stockholder with all of the provisions of this Agreement, the Power of Attorney and the Custody Agreement and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder is bound or to which any of the property or assets of such the Selling Stockholder is subject, nor will such action (ii) result in any violation of the provisions of the Certificate of Incorporation or By-laws (or similar organizational documents) of such Selling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Trust Agreement or Declaration of Trust of such the Selling Stockholder if such Selling Stockholder is a trust, the Certificate of Formation or Limited Liability Company Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability companyStockholder, or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such the Selling Stockholder or the property of such the Selling Stockholder, except in the case of clauses (i) and (iii), any such breach, conflict or violation that would not, individually, or in the aggregate, result in a Material Adverse Effect;
(iviii) Such Selling Stockholder has, and immediately prior to each Time of Delivery such Selling Stockholder will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon Upon delivery of such Shares and payment therefor pursuant hereto, such the Selling Stockholder will transfer to the several Underwriters, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims;
(viv) Such The Selling Stockholder is not prompted to sell Ordinary Shares shares of Common Stock by any material information concerning the Company that is not set forth in the Pricing Prospectus;
(viv) Such The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(viivi) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such the Selling Stockholder expressly for use therein, such Registration Statement and Preliminary Prospectus did not, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(viiivii) In order to document the Underwriters’ ' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such the Selling Stockholder will deliver to the Representatives Wedbush Xxxxxx Securities Inc. prior to or at the First Time of Delivery (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-8 W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);
(ixviii) Certificates in negotiable form representing all of the Shares to be sold by the Selling Stockholder hereunder have been delivered placed in custody under a Custody Agreement, in the form heretofore furnished to the Company’s transfer agentUnderwriters (the "Custody Agreement"), American duly executed and delivered by the Selling Stockholder to U.S. Stock Transfer & Trust CompanyCorporation, LLC as custodian (the “Transfer Agent”"Custodian"), and the Selling Stockholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to Wedbush Xxxxxx Securities Inc. (the "Power of Attorney"), appointing the persons indicated in Schedule II hereto, and each of them, as the Selling Stockholder's attorneys-in-fact (the "Attorneys-in-Fact") with authority to execute and deliver this Agreement on behalf of the Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholder as provided in Section 2 hereof, to authorize the delivery of the Shares to be sold by the Selling Stockholder hereunder and otherwise to act on behalf of the Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement;
(ix) The Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriters hereunder; the arrangements made by the Selling Stockholder for such custody, and the appointment by the Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are irrevocable to the extent provided thereunder, subject to the terms and conditions of this Agreement, ; the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the dissolution death or incapacity of any individual Selling Stockholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust; if any individual Selling StockholderStockholder or any such executor or trustee should die or become incapacitated, or by the occurrence of if any other event; if the Selling Stockholder such estate or trust should be dissolvedterminated, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares shall be delivered to the Transfer Agent by or on behalf of the Selling Stockholder, subject to and in accordance with, the terms and conditions of this AgreementAgreement and of the Custody Agreements; and actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event;
(x) Such the Selling Stockholder is not a member of or an affiliate of or associated with any member of FINRAthe NASD;
(xi) Nothing has come to the attention of the Selling Stockholder that has caused the Selling Stockholder to believe that the representations and warranties of the Company in Section 1(a) are not true and correct, and the Selling Stockholder is familiar with the Registration Statement and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, the Pricing Prospectus or the Prospectus, or any amendment of supplement thereto, or any Issuer Free Writing Prospectus that has adversely affected or is reasonably expected to adversely affect the business of the Company or any of its subsidiaries; and
(xixii) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to or will use or refer to any “"free writing prospectus” " as defined in Rule 405 under the Act, relating to the Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Willdan Group, Inc.), Underwriting Agreement (Willdan Group, Inc.)
Representations, Warranties and Covenants of the Selling Stockholder. The Selling Stockholder represents and warrants to, and agrees with, each of the Underwriters and the Company that:
(i) Such Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1(a) of this Agreement are not true and correct.
(ii) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder;
(iiiii) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws (or similar organizational documents) of such Selling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Trust Agreement or Declaration of Trust of such Selling Stockholder if such Selling Stockholder is a trust, the Certificate of Formation or Limited Liability Company Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder;
(iviii) Such Selling Stockholder has, and immediately prior to each Time of Delivery such Selling Stockholder will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, such Selling Stockholder will transfer to the several Underwriters, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims;
(viv) Such Selling Stockholder is not prompted to sell Ordinary Shares by any information concerning the Company that is not set forth in the Pricing Prospectus;
(viv) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(viivi) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, such Registration Statement and Preliminary Prospectus did not, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(viiivii) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to the Representatives Canaccord Xxxxx Inc. prior to or at the First Time of Delivery (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-8 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);
(ixviii) Certificates in negotiable form representing all of the Shares to be sold by the Selling Stockholder hereunder have been delivered to the Company’s transfer agent, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”); subject Subject to the terms and conditions of this Agreement, ; the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, by the dissolution of the Selling Stockholder, or by the occurrence of any other event; if the Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares shall be delivered to the Transfer Agent by or on behalf of the Selling Stockholder, subject to and in accordance with, the terms and conditions of this Agreement;
(xix) Such Selling Stockholder is not a member of or an affiliate of or associated with any member of FINRAthe NASD; and
(xix) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to or will use or refer to any “free writing prospectus” as defined in Rule 405 under the Act, relating to the Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Telvent Git S A), Underwriting Agreement (Telvent Git S A)
Representations, Warranties and Covenants of the Selling Stockholder. The Selling Stockholder represents represents, warrants and warrants to, and agrees with, covenants to each of the Underwriters and the Company Underwriter that:
(i) Such Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1(a) of this Agreement are not true and correct.
(iia) All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunderOption Shares, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement Agreement, to make the representations, warranties and agreements hereunder and thereunder, and to sell, assign, transfer and deliver the Option Shares.
(b) Prior to any Option Closing Date, one or more certificates in negotiable form representing all of the Option Shares shall be delivered to be sold Issuer Direct Corporation, the transfer agent for the Shares (the “Transfer Agent”), together with a stock power with respect to the Option Shares duly executed by such the Selling Stockholder hereunder;and delivered by or on behalf of the Selling Stockholder (the “Stock Power”).
(iiic) The Selling Stockholder specifically agrees that the Option Shares represented by the certificates delivered to the Transfer Agent in accordance with the foregoing paragraph (b) are for the benefit of and coupled with and subject to the interests of the Underwriters and the Company, that the Stock Power is irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death, disability, incapacity, liquidation or dissolution of the Selling Stockholder or by the occurrence of any other event. If the Selling Stockholder or any executor or trustee for the Selling Stockholder should die or become incapacitated, or if any other such event should occur, before the delivery of the Option Shares hereunder, certificates representing the Option Shares shall be delivered by or on behalf of the Selling Stockholder in accordance with the terms and conditions of this Agreement.
(d) This Agreement and the Stock Power have each been duly authorized, executed and delivered by the Selling Stockholder and each such document constitutes a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms.
(e) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Option Shares by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions on its part contemplated by this Agreement, except such as have been obtained under the Act or the Rules and Regulations and such as may be required under state securities or Blue Sky laws or the rules of FINRA in connection with the purchase and distribution by the Underwriters of the Option Shares.
(f) The sale of the Option Shares to be sold and the performance by such the Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated hereby and thereby will not conflict with result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any statuteparty a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder or any of its properties is bound or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws (or similar organizational documents) of such Selling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Trust Agreement or Declaration of Trust of such Selling Stockholder if such Selling Stockholder is a trust, the Certificate of Formation or Limited Liability Company Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability companyaffected, or violate or conflict with any statute or any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body having jurisdiction over such applicable to the Selling Stockholder or, if the Selling Stockholder is a corporation, partnership or other entity, the property organizational documents of such the Selling Stockholder;.
(ivg) Such The Selling Stockholder has, and immediately prior to at each Time of Delivery such Selling Stockholder Option Closing Date, will have, good and valid marketable title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, such Selling Stockholder will transfer to the several Underwriters, good and valid title to such Option Shares, free and clear of all liens, encumbrances, equities or claims;claims whatsoever; and, upon delivery of the Option Shares and payment therefor pursuant hereto, good and marketable title to the Option Shares, free and clear of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriters.
(vh) Such On each Option Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Option Shares to the several Underwriters hereunder will have been fully paid or provided for by the Selling Stockholder is not prompted to sell Ordinary Shares by any information concerning the Company that is not set forth in the Pricing Prospectus;and all laws imposing such taxes will have been fully complied with.
(vii) Such Other than as permitted by the Act and the Rules and Regulations, the Selling Stockholder has not distributed and will not distribute any preliminary prospectus, the Prospectus or any other offering material in connection with the offering and sale of the Shares. The Selling Stockholder has not taken and will not at any time take, directly or indirectly, any action which is designed to designed, or which has constituted or which that might reasonably be expected expected, to cause or result in in, or that will constitute, stabilization or manipulation of the price of any security shares of the Company Common Stock to facilitate the sale or resale of any of the Shares;.
(viij) To All information with respect to the extent that any statements or omissions made Selling Stockholder contained in the Registration Statement, any Preliminary preliminary prospectus, the Pricing Prospectus, the Prospectus or any amendment or supplement thereto are made complied or will comply in reliance upon and in conformity all material respects with written information furnished to all applicable requirements of the Company by such Selling Stockholder expressly for use therein, such Registration Statement and Preliminary Prospectus did not, Act and the Prospectus Rules and any further amendments or supplements to the Registration Statement Regulations and the Prospectus, when they become effective or are filed with the Commission, as the case may be, does not and will not, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;.
(viiik) The Selling Stockholder has no knowledge of any material fact or condition not set forth in the Registration Statement, the Pricing Prospectus or the Prospectus that has adversely affected, or may adversely affect, the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, and the sale of the Shares proposed to be sold by the Selling Stockholder is not prompted by any such knowledge.
(l) The Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 3 hereof are not true and correct.
(m) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such the Selling Stockholder will agrees to deliver to the Representatives you prior to or at the First Time of Delivery (as hereinafter defined) Closing Date a properly completed and executed United States Treasury Department Form W-8 W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);.
(ixn) Certificates in negotiable form representing all of the Shares to be sold by the Selling Stockholder hereunder have been delivered to the Company’s transfer agent, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”); subject to the terms and conditions of this Agreement, the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, by the dissolution of the The Selling Stockholder, directly or by the occurrence of indirectly, has not entered into any other event; if the Selling Stockholder should be dissolvedcommitment, transaction, or if other arrangement, including any other such event should occurprepaid forward contract, before the delivery 10b5-1 plan or similar agreement, that transfers or may transfer any of the Shares hereunderlegal or beneficial ownership or any of the economic consequences of ownership of Common Stock, certificates representing the Shares shall be delivered except as has been previously disclosed in writing to the Transfer Agent by or on behalf of the Selling Stockholder, subject to and in accordance with, the terms and conditions of this Agreement;
(x) Such Selling Stockholder is not a member of or an affiliate of or associated with any member of FINRA; and
(xi) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to or will use or refer to any “free writing prospectus” as defined in Rule 405 under the Act, relating to the SharesRepresentatives.
Appears in 1 contract
Representations, Warranties and Covenants of the Selling Stockholder. The Selling Stockholder represents represents, warrants and warrants to, and agrees with, each of the Underwriters and covenants to the Company and to the Placement Agent that:
(ia) Such The Selling Stockholder is, and at the Closing Date will be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with corporate power and authority to own, lease and operate its properties and to conduct its business.
(b) The Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1(a) of this Agreement are not true and correct.
(ii) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, all corporate power and authority to enter into this Agreement and to sellcarry out all the terms and provisions hereof to be carried out by it. All authorizations and consents necessary for the execution and delivery by the Selling Stockholder of this Agreement have been given. This Agreement has been duly authorized, assignexecuted and delivered by or on behalf of the Selling Stockholder and constitutes a valid and binding agreement of the Selling Stockholder, transfer enforceable against the Selling Stockholder in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity relating to the availability of remedies and deliver except as rights to indemnity or contribution may be limited by federal or state securities laws and the public policy underlying such laws.
(c) The Selling Stockholder now has, and at the time of delivery thereof hereunder will have, good and marketable title to the Selling Stockholder Shares to be sold by such the Selling Stockholder hereunder;, free and clear of all encumbrances and adverse claims.
(iiid) The sale of the Shares to be sold by such Selling Stockholder hereunder execution, delivery and the compliance by such Selling Stockholder with all of the provisions performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default under, : (x) any statute, any indenture, mortgage, deed of trust, loan agreement agreement, lease, franchise, license or other agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder is bound or to which any of the property or assets of such the Selling Stockholder is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws (or similar organizational documents) of such Selling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Trust Agreement or Declaration of Trust of such Selling Stockholder if such Selling Stockholder is a trust, the Certificate of Formation or Limited Liability Company Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or any statute subject or any order, rule rule, regulation, order, agreement or regulation decree of any court or governmental agency or body having jurisdiction over such the Selling Stockholder or any of the property properties of such the Selling Stockholder;, or (y) the Selling Stockholders' charter or bylaws or equivalent thereof.
(ive) Such No consent, approval, authorization or order of, or any filing or declaration with any governmental body is required for the consummation by the Selling Stockholder hasof the transactions on its part contemplated herein; provided, and immediately prior however, that no representation or warranty is made with respect to each Time any state securities or Blue Sky laws or the rules of Delivery such Selling Stockholder will havethe National Association of Securities Dealers, good and valid title to Inc. (the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, such Selling Stockholder will transfer to the several Underwriters, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims;"NASD").
(vf) Such Selling Stockholder is not prompted to sell Ordinary Shares by any information concerning On the Company that is not set forth in the Pricing Prospectus;
(vi) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation effective date of the price of any security of the Company to facilitate the sale or resale of the Shares;
(vii) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, such Registration Statement and Preliminary Prospectus did not, and date of the Prospectus and any further amendments or supplements on the Closing Date, the information with respect to the Selling Stockholder included in the Registration Statement and the ProspectusProspectus under the caption "Selling Stockholder," in the first, when they become effective or are filed fourth and fifth paragraphs and the first line in the table immediately following the fifth paragraph under the caption "Plan of Distribution" and elsewhere therein with respect to the Commissionnumber of Selling Stockholder Shares to be sold, as the case may be, did not and will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading;; such information constitutes the only information in the Registration Statement and the Prospectus provided by the Selling Stockholder.
(viiig) In order to document On the Underwriters’ compliance date that the Prospectus was filed with the reporting and withholding provisions Commission as part of the Tax Equity Registration Statement or the date the Prospectus is filed with the Commission pursuant to Rule 424(b) (if required), and Fiscal Responsibility Act of 1982 at all times subsequent to and including the Closing Date, all information with respect to the transactions herein contemplated, such Selling Stockholder will deliver included in the Registration Statement and the Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement thereto) under the caption "Selling Stockholder," in the first, fourth and fifth paragraphs and the first line in the table immediately following the fifth paragraph under the caption "Plan of Distribution," and elsewhere therein with respect to the Representatives prior to or at the First Time number of Delivery (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-8 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);
(ix) Certificates in negotiable form representing all of the Selling Stockholder Shares to be sold by the Selling Stockholder hereunder have been delivered to the Company’s transfer agentsold, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”); subject to the terms and conditions of this Agreement, the obligations did or will comply with all applicable provisions of the Selling Stockholder hereunder shall not Act and the rules and regulations thereunder and did or will contain all statements required to be terminated by operation of law, by the dissolution of the Selling Stockholder, or by the occurrence of any other event; if the Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares shall be delivered to the Transfer Agent by or on behalf of the Selling Stockholder, subject to and stated therein in accordance with, with the terms and conditions of this Agreement;
(x) Such Selling Stockholder is not a member of or an affiliate of or associated with any member of FINRA; and
(xi) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company Act and the Underwriters) has used or referred to or will use or refer to any “free writing prospectus” as defined in Rule 405 under the Act, relating to the Sharesrules and regulations thereunder.
Appears in 1 contract
Representations, Warranties and Covenants of the Selling Stockholder. (a) The Selling Stockholder represents and warrants to, and agrees with, each of the several Underwriters and the Company that:
(i) Such Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1(a) of this Agreement are not true and correct.
(ii) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such The Selling Stockholder has full legal right, power and authority to enter into this Agreement and to sellperform the transactions contemplated hereby. This Agreement has been duly authorized, assign, transfer executed and deliver delivered by the Shares to be sold by such Selling Stockholder hereunder;
(iii) The sale and constitutes a valid and binding obligation of the Shares to be sold by such Selling Stockholder hereunder in accordance with its terms. The making and the compliance by such Selling Stockholder with all of the provisions performance of this Agreement by the Selling Stockholder and the consummation of the transactions herein contemplated will not violate any provisions of the certificate of incorporation or bylaws, or other organizational documents, of the Selling Stockholder, and will not conflict with or with, result in a the breach or violation of any of the terms or provisions of, or constitute constitute, either by itself or upon notice or the passage of time or both, a default under, under any statute, indentureagreement, mortgage, deed of trust, loan agreement lease, franchise, license, indenture, permit or other agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder is or any of its properties may be bound or to which any of the property or assets of such Selling Stockholder is subjectaffected, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws (or similar organizational documents) of such Selling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Trust Agreement or Declaration of Trust of such Selling Stockholder if such Selling Stockholder is a trust, the Certificate of Formation or Limited Liability Company Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or governmental any regulatory body, administrative agency or other governmental body having jurisdiction over such applicable to the Selling Stockholder or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the property execution and delivery of this Agreement or the consummation by the Selling Stockholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Blue Sky laws applicable to the public offering of the Common Shares by the several Underwriters and the clearance of such Selling Stockholder;offering with the National Association of Securities Dealers, Inc. (the "NASD").
(ivii) Such The Selling Stockholder has, and immediately prior to each Time of Delivery such Selling Stockholder on the First Closing Date and on any Second Closing Date hereinafter mentioned will have, good and valid marketable title to the Common Shares proposed to be sold by such the Selling Stockholder hereunder on such Closing Date to sell, assign, transfer and deliver such Common Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, equities, security interests, restrictions and claims whatsoever; and upon delivery of and payment for such Common Shares hereunder, the Underwriters will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities equities, claims, restrictions, security interests, voting trusts or claims; and, upon delivery other defects of such Shares and payment therefor pursuant hereto, such Selling Stockholder will transfer to the several Underwriters, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims;whatsoever.
(viii) Such Selling Stockholder is not prompted to sell Ordinary Shares by any information concerning the Company that is not set forth in the Pricing Prospectus;
(vi) Such The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Shares;.
(viiiv) To The sale of the extent that Common Shares by the Selling Stockholder pursuant hereto is not prompted by any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written material adverse information furnished to concerning the Company by such Selling Stockholder expressly for use therein, such Registration Statement and Preliminary Prospectus did not, and the Prospectus and any further amendments or supplements to which is not set forth in the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;.
(viii) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to the Representatives prior to or at the First Time of Delivery (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-8 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);
(ix) Certificates in negotiable form representing all of the Shares to be sold by the Selling Stockholder hereunder have been delivered to the Company’s transfer agent, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”); subject to the terms and conditions of this Agreement, the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, by the dissolution of the Selling Stockholder, or by the occurrence of any other event; if the Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares shall be delivered to the Transfer Agent by or on behalf of the Selling Stockholder, subject to and in accordance with, the terms and conditions of this Agreement;
(x) Such Selling Stockholder is not a member of or an affiliate of or associated with any member of FINRA; and
(xiv) Neither the Selling Stockholder nor any person acting on behalf nor, to the best of the Selling Stockholder Stockholder's knowledge, any of its employees or agents has at any time during the last five years (other than, if applicable, the Company and the Underwritersi) has used or referred to or will use or refer made any unlawful contribution to any “free writing prospectus” as defined candidate for foreign office, or failed to disclose fully any contribution in Rule 405 under violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the Actlaws of the United States of any jurisdiction thereof.
(b) The Selling Stockholder agrees with the Underwriters not to offer to sell, relating sell or contract to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for any shares of Common Stock, for a period of 240 days after the first date that any of the Common Shares are released by you for sale to the Sharespublic, without the prior written consent of Xxxxxxxxxx Securities, which consent may be withheld at the sole discretion of Xxxxxxxxxx Securities; provided, however, that the foregoing agreement shall not prohibit a public offering of the Class A Common Stock effected through an underwriting group managed by Xxxxxxxxxx Securities and occurring at least 180 days after the first date that any of the Common Shares are released by you for sale to the public.
Appears in 1 contract
Samples: Underwriting Agreement (Larscom Inc)
Representations, Warranties and Covenants of the Selling Stockholder. The Selling Stockholder represents represents, warrants and warrants to, and agrees with, covenants to each of the Underwriters and the Company Underwriter that:
(i) Such Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1(a) of this Agreement are not true and correct.
(iia) All consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement and the Custody Agreement (the “Stockholder’s Agreement, ”) and for the sale and delivery of the Selling Stockholder Firm Shares and the Selling Stockholder Option Shares to be sold by such the Selling Stockholder hereunder, have been obtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement and the Stockholder’s Agreement, to make the representations, warranties and agreements hereunder and thereunder, and to sell, assign, transfer and deliver the Selling Stockholder Firm Shares and the Selling Stockholder Option Shares to be sold by such the Selling Stockholder hereunder;.
(iiib) Certificates in negotiable form representing all of the Selling Stockholder Firm Shares and the Selling Stockholder Option Shares to be sold by the Selling Stockholder have been placed in custody under the Stockholder’s Agreement, in the form heretofore furnished to you, duly executed and delivered by the Selling Stockholder to American Stock Transfer & Trust Company (the “Custodian”).
(c) The Selling Stockholder specifically agrees that the Selling Stockholder Option Shares represented by the certificates held in custody for the Selling Stockholder under the Stockholder’s Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters, the Custodian, and the Company, that the arrangements made by the Selling Stockholder for such custody are, except as specifically provided in the Stockholder’s Agreement, to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death, disability, incapacity, liquidation or dissolution of the Selling Stockholder or by the occurrence of any other event. If the Selling Stockholder or any executor or trustee for the Selling Stockholder should die, become incapacitated, or if any other such event should occur, before the delivery of the Selling Stockholder Firm Shares and the Selling Stockholder Option Shares, the certificates representing the Selling Stockholder Firm Shares and the Selling Stockholder Option Shares shall be delivered by or on behalf of the Selling Stockholder in accordance with the terms and conditions of this Agreement and of the Stockholder’s Agreement, regardless of whether or not the Custodian shall have received notice of such death, incapacity, or other event.
(d) This Agreement and the Stockholder’s Agreement have each been duly executed and delivered by the Selling Stockholder and each such document constitutes a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms.
(e) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Selling Stockholder Firm Shares and the Selling Stockholder Option Shares by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions on his part contemplated by this Agreement and the Stockholder’s Agreement, except such as have been obtained under the Act or the Rules and Regulations and such as may be required under state securities or Blue Sky laws or the by-laws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Selling Stockholder Firm Shares and the Selling Stockholder Option Shares to be sold by the Selling Stockholder.
(f) The sale of the Selling Stockholder Firm Shares and the Selling Stockholder Option Shares to be sold by such the Selling Stockholder hereunder and the compliance performance by such the Selling Stockholder with all of the provisions of this Agreement and the Stockholder’s Agreement and the consummation of the transactions herein contemplated hereby and thereby will not conflict with result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any statuteparty a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder or any of his properties is bound or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws (or similar organizational documents) of such Selling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Trust Agreement or Declaration of Trust of such Selling Stockholder if such Selling Stockholder is a trust, the Certificate of Formation or Limited Liability Company Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability companyaffected, or violate or conflict with any statute or any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body having jurisdiction over such Selling Stockholder or applicable to the property of such Selling Stockholder;.
(ivg) Such The Selling Stockholder has, and immediately prior to each Time of Delivery such Selling Stockholder at the Closing Date and, if later, the Option Closing Date, will have, good and valid marketable title to the Selling Stockholder Firm Shares and the Selling Stockholder Option Shares to be sold by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claimsclaims whatsoever; and, upon delivery of such Selling Stockholder Firm Shares and the Selling Stockholder Option Shares and payment therefor pursuant hereto, good and marketable title to such Selling Stockholder will transfer to Firm Shares and the several Underwriters, good and valid title to such Selling Stockholder Option Shares, free and clear of all liens, encumbrances, equities or claims;claims whatsoever, will be delivered to the Underwriters.
(vh) Such On the Closing Date and the Option Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Selling Stockholder is not prompted Firm Shares and the Selling Stockholder Option Shares to sell Ordinary Shares be sold by any information concerning the Company that is not set forth in Selling Stockholder to the Pricing Prospectus;Underwriters hereunder will have been fully paid or provided for by the Selling Stockholder and all laws imposing such taxes will have been fully complied with.
(vii) Such Other than as permitted by the Act and the Rules and Regulations, the Selling Stockholder has not distributed and will not distribute any preliminary prospectus, the Prospectus or any other offering material in connection with the offering and sale of the Shares. The Selling Stockholder has not taken and will not at any time take, directly or indirectly, any action which is designed to or which has constituted designed, or which might reasonably be expected expected, to cause or result in in, or which will constitute, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares;.
(viij) To All information with respect to the extent that any statements or omissions made Selling Stockholder contained in the Registration Statement, any Preliminary Prospectuspreliminary prospectus, the Prospectus or any amendment or supplement thereto are made complied or will comply in reliance upon and in conformity all material respects with written information furnished to all applicable requirements of the Company by such Selling Stockholder expressly for use therein, such Registration Statement and Preliminary Prospectus did not, Act and the Prospectus Rules and any further amendments or supplements to the Registration Statement Regulations and the Prospectus, when they become effective or are filed with the Commission, as the case may be, does not and will not, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;.
(viiik) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such the Selling Stockholder will agrees to deliver to the Representatives you prior to or at the First Time of Delivery (as hereinafter defined) Closing Date a properly completed and executed United States Treasury Department Form W-8 W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);.
(ixl) Certificates in negotiable form representing all of the Shares to be sold by the Selling Stockholder hereunder have been delivered to the Company’s transfer agent, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”); subject to the terms and conditions of this Agreement, the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, by the dissolution of the The Selling Stockholder, directly or by the occurrence of indirectly, has not entered into any commitment, transaction or other event; if the Selling Stockholder should be dissolvedarrangement, including any prepaid forward contract, 10b5-1 plan or if similar arrangement, which transfers or may transfer any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares shall be delivered to the Transfer Agent by legal or on behalf beneficial ownership or any of the Selling Stockholder, subject to and in accordance with, the terms and conditions economic consequences of this Agreement;
(x) Such Selling Stockholder is not a member ownership of or an affiliate of or associated with any member of FINRA; and
(xi) Neither the Selling Stockholder nor any person acting on behalf Common Stock of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to or will use or refer to any “free writing prospectus” as defined in Rule 405 under the Act, relating to the SharesCompany.
Appears in 1 contract
Representations, Warranties and Covenants of the Selling Stockholder. The Selling Stockholder represents and warrants to, and covenants and agrees with, each of the Underwriters and the Company thatas follows:
(ia) Such The Selling Stockholder has no reason is not prompted to believe that the representations and warranties of the Company contained in Section 1(a) of this Agreement are not true and correct.
(ii) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of sell the Shares to be sold by such the Selling Stockholder hereunder, have been obtained; hereunder by any information concerning the Company or any subsidiary of the Company that is not set forth in each preliminary prospectus and such the Prospectus.
(b) The Selling Stockholder has full right, power and authority to enter into this Agreement and to sellthe Custody Agreement with Mellon Investor Services LLC, assignas Custodian, transfer and deliver Wedbush Xxxxxx (the Shares to be sold “Custody Agreement”). All authorizations and consents necessary for the execution and delivery by such or on behalf of the Selling Stockholder hereunder;
(iii) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation Custody Agreement have been given. Each of this Agreement and the Custody Agreement has been duly executed and delivered by or on behalf of the transactions herein contemplated Selling Stockholder and each of this Agreement and the Custody Agreement constitutes a valid and binding agreement of the Selling Stockholder and is enforceable against the Selling Stockholder in accordance with the terms hereof. The execution, delivery and performance of this Agreement and the Custody Agreement by the Selling Stockholder do not and will not not, with or without the giving of notice or the passage of time or both, violate, breach or conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder or any of his properties is bound or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws (or similar organizational documents) of such Selling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Trust Agreement or Declaration of Trust of such Selling Stockholder if such Selling Stockholder is a trust, the Certificate of Formation or Limited Liability Company Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such the Selling Stockholder or the property any of such Selling Stockholder;his properties.
(ivc) Such The Selling Stockholder now has, and immediately prior to each Time at the time of Delivery such Selling Stockholder delivery thereof hereunder will have, (i) good and valid marketable title to the Shares to be sold by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares encumbrances and payment therefor claims whatsoever (other than pursuant hereto, such Selling Stockholder will transfer to the several Underwriters, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims;
(v) Such Selling Stockholder is not prompted to sell Ordinary Shares by any information concerning the Company that is not set forth in the Pricing Prospectus;
(vi) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(vii) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, such Registration Statement and Preliminary Prospectus did notCustody Agreement), and (ii) full legal right and power, and all authorizations and approvals (other than those imposed by the Prospectus and any further amendments or supplements to the Registration Statement Act and the Prospectus, when they become effective securities or are filed with the Commission, as the case may be, will not, contain any untrue statement “Blue Sky” laws of a material fact or omit to state any material fact certain jurisdictions) required to be stated therein or necessary to make the statements therein not misleading;
(viii) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to the Representatives prior to or at the First Time of Delivery (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-8 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);
(ix) Certificates in negotiable form representing all of the Shares to be sold by the Selling Stockholder hereunder have been delivered to the Company’s transfer agent, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”); subject to the terms and conditions of this Agreement, the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, by the dissolution of the Selling Stockholderto sell, or by the occurrence of any other event; if the Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares shall be delivered to the Transfer Agent by or on behalf of the Selling Stockholder, subject to transfer and in accordance with, the terms and conditions of this Agreement;
(x) Such Selling Stockholder is not a member of or an affiliate of or associated with any member of FINRA; and
(xi) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to or will use or refer to any “free writing prospectus” as defined in Rule 405 under the Act, relating to the Shares.deliver such
Appears in 1 contract
