Representations, Warranties and Covenants of the Underwriter. The Underwriter represents, warrants, covenants and agrees with, the Company that:
(a) It has not provided and will not provide to[, and it shall not permit any Selected Dealer to provide to,] any potential investor any information that would constitute “issuer information” within the meaning of Rule 433(h) under the 1933 Act.
(b) In disseminating information to potential investors, it has complied and will continue to comply fully with[, and it shall cause each Selected Dealer to fully comply with,] the Regulations, including but not limited to Rules 164 and 433 under the 1933 Act and the requirements thereunder for filing and retention of free writing prospectuses.
(c) It has not disseminated and will not disseminate[, and it shall not permit any Selected Dealer to disseminate,] any information relating to the Offered Certificates in reliance on Rule 167 or 426 under the 1933 Act.
(d) It has not disseminated and will not disseminate[, and it shall not permit any Selected Dealer to disseminate,] any information relating to the Offered Certificates in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the 1933 Act.
(e) Each Free Writing Prospectus disseminated by the Underwriter [or any Selected Dealer] bore or will bear the applicable legends required under this Agreement, and no Free Writing Prospectus disseminated by the Underwriter [or any Selected Dealer] bore or will bear any legend proscribed under this Agreement.
(f) Prior to entering into any Contract of Sale, the Underwriter [and each Selected Dealer, as applicable] shall convey the Preliminary Prospectus to each prospective investor. The Underwriter shall maintain[, and shall cause each Selected Dealer to maintain] sufficient records to document its conveyance of the Preliminary Prospectus to each potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the Regulations. The Underwriter shall[, and the Underwriter shall cause each Selected Dealer to,] offer the Offered Certificates in accordance with (i) the then current Registration Statement, the Preliminary Prospectus and the Final Prospectus, [(ii) a subscription agreement in form and substance acceptable to the Company,] and (iii) the Deposit Trust Agreement.
(g) Each confirmation of sale with respect to Offered Certificates delivered by the Underwriter [or any Selected Dealer] shall, if such confirmation of sale ...
Representations, Warranties and Covenants of the Underwriter. The Underwriter represents and warrants to, and agrees with, the other parties hereto that the Underwriter shall not sell, offer to sell, solicit any offer to buy or permit any resale of the Notes in any manner other than that provided in the Prospectus.
Representations, Warranties and Covenants of the Underwriter. The Underwriter represents, warrants and covenants as follows:
(a) It is registered as a broker-dealer with the Commission, and is registered to the extent registration is required with the appropriate governmental agency in each State in which it offers or sells the Shares, and is a member of the National Association of Securities Dealers, Inc. ("NASD") and will use its best efforts to maintain such registrations, qualifications and memberships throughout the term of the offering.
(b) To the knowledge of the Underwriter, no action or proceeding is pending against the Underwriter or any of its officers or directors concerning the Underwriter's activities as a broker or dealer that would affect the Company's offering of the Shares.
(c) The Underwriter will offer the Shares only in those states and in the quantities that are identified in the Blue Sky Memoranda from the Company's counsel to the Underwriter that the offering of the Shares has been registered or qualified (or exempt from registration/qualification) for sale under the applicable State statutes and regulations. The Underwriter, however, may offer the Shares in other states if (i) the transaction is exempt from the registration requirements in that State, (ii) the Company's counsel has received notice ten days prior to the proposed sale, and (iii) the Company's counsel does not object within such ten-day period.
(d) The Underwriter, in connection with the offer and sale of the Shares and in the performance of its duties and obligations under this Agreement, agrees to use its best efforts to comply with all applicable federal laws; the laws of the states or other jurisdictions in which the Shares are offered and sold; and the Rules and current written interpretations and policies of the NASD.
(e) The Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.
(f) This Agreement has been duly authorized, executed and delivered by the Underwriter and is a valid agreement on the part of the Underwriter.
(g) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in any breach of any of the terms or conditions of, or constitute a default under, the articles of incorporation or bylaws of the Underwriter or any indenture, agreement or other instrument to which the Underwriter is...
Representations, Warranties and Covenants of the Underwriter. The Underwriter hereby represents, warrants and covenants to the Company and the Selling Shareholders, and acknowledges that the Company and the Selling Shareholders are relying upon such representations and warranties, that:
(i) in respect of the offer and sale of the Special Warrants, the Underwriter will comply with all Canadian Securities Laws and all applicable laws of the jurisdictions outside Canada in which they offer Special Warrants;
(ii) the Underwriter and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants or the Underlying Securities in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or in any seminar or meeting whose attendees have been invited by any general solicitation or general advertising or otherwise;
(iii) the Underwriter will not solicit offers to purchase or sell the Special Warrants so as to require the filing of a prospectus with respect thereto or the provision of a contractual right of action (as defined in section 32(1) of the Regulation made under the Securities Act (Ontario)) under the laws of any jurisdiction, including without limitation, the United States of America or any state thereof;
(iv) the Underwriter will, subject to compliance by the Company and the Selling Shareholders with their obligations hereunder and provided that it shall otherwise be responsible for the Underwriter to do so, execute and deliver to the Company and the Selling Shareholders any certificate required to be executed by it under Canadian Securities Laws in connection with the Preliminary Prospectus, Final Prospectus and any Supplementary Material;
(v) the Underwriter shall obtain the prior written approval of the Company to any allocation of more than 20% of the Special Warrants to any one Purchaser; and
(vi) the Underwriter shall provide such ongoing research coverage of the Company as the Underwriter may from time to time deem to be appropriate. It is understood and agreed that the Company and, for purposes of the opinions to be delivered pursuant to Section 10, counsel to the Company and the Selling Shareholders, will rely on the accuracy and truth of the representations and warranties set forth in this subsection 8(c).
Representations, Warranties and Covenants of the Underwriter. (1) The Underwriter hereby represents and warrants to the Corporation, that:
Representations, Warranties and Covenants of the Underwriter. The Underwriter, on its own behalf and on behalf of its U.S. Affiliate, acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act. Accordingly, the Underwriter, on its own behalf and on behalf of its U.S. Affiliate, represents, warrants and covenants to the Company that:
Representations, Warranties and Covenants of the Underwriter. The Underwriter represents, warrants and covenants to the Company that:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.
(b) It has entered into a membership agreement with NSCC and in accordance therewith:
(1) it has the corporate power to execute, deliver and perform such agreement;
(2) it has taken all necessary corporate action to authorize the execution, delivery and performance of such agreement;
(3) such agreement has been duly executed by the Underwriter and NSCC; and
(4) it has met all the requirements to participate in NSCC Services.
(c) It has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this NSCC Services Amendment, and the performance of its obligations hereunder does not and will not violate or conflict with any governing documents or agreements of the Underwriter or on behalf of the Funds.
(d) It has the necessary and adequate personnel, space, data processing capacity or other operational capability, facilities and equipment to perform its duties and obligations hereunder in accordance with the terms of this NSCC Services Amendment, in a businesslike and competent manner, in conformance with all laws, rules and regulations and the Funds' and Contracts' prospectuses and SAIs, and customary industry standards.
(e) It shall perform any and all duties, functions, procedures and responsibilities assigned under this NSCC Services Amendment and as otherwise established by NSCC, including compliance with current NSCC rales and procedures and with the terms and provisions of its membership agreement with NSCC.
(f) In the event that the Underwriter ceases to have any authority contemplated by the warranties, representations and covenants set forth in this NSCC Services Amendment, or any other authority contemplated by this NSCC Services Amendment, the Underwriter shall notify the Company in writing within two business days after such authority is terminated
(g) In the event that the membership agreement between the Underwriter and NSCC is (i) approved by NSCC on a temporary or conditional basis; (ii) amended (including requalifying the agreement on a temporary or conditional basis); (iii) suspended; or (iv) terminated, the Underwriter shall notify the Company in writing within two business days of such change in membership status
(h) In the event that NSCC commences litigation or proceedings against the Underwriter, pl...
Representations, Warranties and Covenants of the Underwriter. (1) The Underwriter hereby represents and warrants to the Corporation that:
(a) it is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and
(b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.
(2) The Underwriter hereby covenants and agrees with the Corporation to the following:
Representations, Warranties and Covenants of the Underwriter. The Underwriter represents, warrants and covenants as follows:
(a) It is registered as a broker-dealer with the Commission, and is registered to the extent registration is required with the appropriate governmental agency in each State in which it offers or sells the Shares, and is a member of FINRA and will maintain such registrations, qualifications and memberships throughout the term of the offering.
(b) To the knowledge of the Underwriter, no action or proceeding is pending against the Underwriter or any of its officers or directors concerning the Underwriter's activities as a broker or dealer that would affect the Company's offering of the Shares.
(c) The Underwriter, in connection with the offer and sale of the Shares and in the performance of its duties and obligations under this Agreement, agrees to use its best efforts to comply with all applicable federal laws; the laws of the states or other jurisdictions in which the Shares are offered and sold; and the Rules and current written interpretations and policies of the FINRA.
(d) The Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of California with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.
(e) This Agreement has been duly authorized, executed and delivered by the Underwriter and is a valid agreement on the part of the Underwriter.
(f) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in any breach of any of the terms or conditions of, or constitute a default under, the articles of incorporation or bylaws of the Underwriter or any indenture, agreement or other instrument to which the Underwriter is a party or violate any order directed to the Underwriter of any court or any federal or State regulatory body or administrative agency having jurisdiction over the Underwriter or its affiliates.
(g) No person acting by, through or under the Underwriter will be entitled to receive from the Underwriter or from the Company finder's fees or similar payments, except as set forth in this agreement.
(h) The Underwriter will, reasonably promptly after any closing date, supply the Company with all information required from the Underwriter and such additional information as the Company may reasonably request to be supplied to the securities commissions of such States in which the Shares have been qualified for sale. All of the ...
Representations, Warranties and Covenants of the Underwriter. The Underwriter (on its own behalf and on behalf of its U.S. Affiliate) acknowledges that the Units have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Underwriter (on its own behalf and on behalf of its U.S. Affiliate) represents, warrants, covenants and agrees to and with the Corporation that:
1. Neither the Underwriter nor its U.S. Affiliate has offered or sold nor will any of them offer or sell any Units except (a) in an Offshore Transaction, in accordance with Rule 903 of Regulation S or
