The Offer Documents. (a) There will be used in connection with the Rights Offering certain materials in addition to the Registration Statement, any Preliminary Prospectus or the Prospectus (each as defined herein), including: (i) all exhibits to the Registration Statement which pertain to the conduct of the Rights Offering; and (ii) any soliciting materials relating to the Rights Offering approved by the Company (collectively with the Registration Statement, any Preliminary Prospectus and the Prospectus, the “Offer Documents”). The Dealer-Manager shall be given such opportunity to review and comment upon the Offer Documents.
The Offer Documents. (a) There will be used in connection with the Rights Offering certain materials in addition to the Registration Statement, Preliminary Prospectus and any Prospectus Supplement as filed (each as defined herein), including: (i) all exhibits to the Registration Statement which pertain to the conduct of the Rights Offering, (ii) any soliciting materials relating to the Rights Offering approved by the Company and (iii) any free writing prospectus with respect to the Rights Offering filed by the Company (collectively with the Registration Statement and the Prospectus, the “Offer Documents”). The Dealer-Manager shall be given an opportunity to review and comment upon the Offer Documents.
The Offer Documents. The Offer Documents shall comply in all material respects with the applicable provisions of the Exchange Act and other applicable federal securities Laws. Each of Parent, Purchaser and GFI shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the stockholders of GFI, in each case as soon as reasonably practicable and as and to the extent required by applicable federal securities Laws. Parent and Purchaser shall promptly notify GFI upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide GFI with copies of all correspondence and summaries of all material oral communications between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of any Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of GFI, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Purchaser shall provide GFI and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Purchaser shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by GFI and its counsel. In the event that Parent or Purchaser receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein. GFI shall promptly furnish to Parent in writing all information concerning GFI that may be required by applicable federal securities Laws for inclusion in the Offer Documents.
The Offer Documents. (a) There will be used in connection with the Rights Offering certain materials in addition to the Registration Statement, Preliminary Prospectus and any Prospectus Supplement as filed (each as defined herein), including: (i) all exhibits to the Registration Statement which pertain to the conduct of the Rights Offering and all documents incorporated by reference in the Registration Statement, (ii) any soliciting materials relating to the Rights Offering approved by the Company and (iii) any free writing prospectus with respect to the Rights Offering filed by the Company (collectively with the Registration Statement and the Prospectus, the “Offer Documents”). The Dealer-Manager shall be given an opportunity to review and comment upon the Offer Documents.
The Offer Documents. There will be used, in connection with the Rights Offering, certain materials in addition to the Registration Statement and the Prospectus (each as defined below), including the instructions regarding the use of subscription certificates; the proposed form of a letter to securities dealers, commercial banks, trust companies and other nominees; the proposed form of a letter from securities dealers, commercial banks, trust companies and other nominees to their customers relating to the Rights Offering; and other soliciting materials relating to the Rights Offering, each in the form which has been filed as an exhibit to the Registration Statement (collectively with the Registration Statement and the Prospectus, the "Offer Documents"). The Company agrees to furnish the Co-Dealer/Managers with as many copies of the final forms of the Offer Documents as the Co-Dealer/Managers may reasonably request from time to time and the Dealer/Manager is hereby authorized to use copies of the Offer Documents in connection with its acting as Dealer/Manager. The Co-Dealer/Managers hereby agree that they will not disseminate any written material for, or in connection with, the Rights Offering other than the Offer Documents, and the Co-Dealer/Managers agree that they will not make any statements in connection with such solicitation, other than the statements which are set forth in, or statements which are consistent with, the Offer Documents or as otherwise authorized by the Company. The Company represents and agrees that after the date hereof no solicitation material, including, without limitation, the Offer Documents, the documents to be filed therewith as exhibits thereto (each in the form which has been approved by the Dealer/Manager) and any materials used in connection with any "road show" presentation, will be used in connection with the Rights Offering or filed with the Commission (as defined below) or any state or local governmental or regulatory authority by or on behalf of the Company without prior consultation with the Dealer/Manager. In the event that the Company uses or permits the use of any such solicitation material in connection with the Rights Offering or files any such solicitation material with the Commission or any such state or local governmental or regulatory authority that are unacceptable to the Dealer/Manager in its reasonable discretion, then the Co-Dealer/Managers shall be entitled to withdraw as a Dealer/Manager or Co-Dealer/Manager, as applicable, ...
The Offer Documents. (a) There will be used in connection with the Rights Offering certain materials in addition to the Registration Statement, Preliminary Prospectus, Base Prospectus and any Prospectus Supplement as filed (each as defined herein), including: (i) all exhibits to the Registration Statement which pertain to the conduct of the Rights Offering, (ii) any soliciting materials relating to the Rights Offering approved by the Company and (iii) any free writing prospectus with respect to the Rights Offering filed by the Company (collectively with the Registration Statement and the Prospectus, the “Offer Documents”). The Dealer-Manager shall be given an opportunity to review and comment upon the Offer Documents. Any references in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Prospectus, as the case may be.
The Offer Documents. (a) Each of Patriot, Cal Jockey and BMOC shall cooperate and promptly prepare the Issuer Tender Offer Statement on Schedule 13E-4 (together with any amendments or supplements thereto, the "Schedule 13E-4") with respect to the -------------- Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 13E-4 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Each of Cal Jockey --------------- and BMOC shall cause the Offer Documents (which shall have been approved by Patriot) to be filed with the Securities and Exchange Commission (the "SEC") as --- promptly as practicable following the effectiveness of the Form S-4. The respective parties will cause the Offer Documents to comply as to form in all material respects with the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and -------------- regulations thereunder. Each of Patriot, Cal Jockey and BMOC shall furnish all information about itself and its business and operations and all necessary financial information to the other parties as the other parties may reasonably request in connection with the preparation of the Offer Documents. Each of Patriot, Cal Jockey and BMOC agrees that the information provided by it for inclusion in the Offer Documents, and each amendment or supplement thereto, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Patriot, Cal Jockey and BMOC agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Cal Jockey and BMOC further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to their stockholders, in each case as and to the extent required by applicable federal securities laws. Each of Cal Jockey and BMOC will advise and deliver copies (if any) to Patriot, promptly after it receives notice thereof, of any request by the SEC for amendment of the Offer Documents or comments t...
The Offer Documents. (a) There will be used in connection with the Rights Offering certain materials in addition to the Offering Statement and the Offering Circular (each as defined herein), together with any amendments or supplements thereto, as filed, including: (i) the Company’s articles of designation of preferences, rights and limitations of the Preferred Stock (the “Articles of Designation”), together with all other exhibits to the Offering Statement which pertain to the conduct of the Rights Offering and (ii) any soliciting materials relating to the Rights Offering approved by the Company, and (iii) any free writing prospectus with respect to the Rights Offering filed by the Company. (collectively with the Offering Statement and the Offering Statement, the “Offer Documents”). The Offer Documents have been or will be prepared and approved by, and are the sole responsibility of, the Company.
The Offer Documents. (a) On the date of commencement of the Offer, Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the “Schedule TO”) and related Offer to Purchase, form of letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and including any supplements or amendments thereto, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the holders of Public Shares as and to the extent required by applicable Law. The Company shall promptly furnish to Purchaser in writing all information concerning the Company that may be required by applicable Law or reasonably requested by Purchaser for inclusion in the Offer Documents.
The Offer Documents. There will be used, in connection with the Offering, certain materials in addition to the Registration Statement and the Prospectus (each as defined below), including the instructions regarding the use of subscription certificates; the proposed form of a letter to securities dealers, commercial banks, trust companies and other
