The Placement Agency Agreement Sample Clauses

The Placement Agency Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, except as rights to indemnification and contribution hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
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The Placement Agency Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
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The Placement Agency Agreement. In connection with the Offering, the Placement Agency Agreement shall serve as the principal agreement between the Company and the Co-Managers. In the Placement Agency Agreement, the Company shall agree to retain the Co-Managers on an exclusive basis as its placement agents. The Company will make certain representations and warranties about itself and its business; will agree to certain covenants; and agree to indemnify the Co-Managers and their respective affiliates from Securities Act liabilities arising in connection with the Offering. The Placement Agency Agreement shall also require as conditions of closing that the Company delivers to the Co-Managers certain legal opinions, including an opinion of the Company's counsel, addressed to the Co-Managers, which provides a 10b-5 negative assurance. The Company will be required, at its own expense, to make state "blue sky" applications in such states and jurisdictions as necessary in connection with the Offering. The Placement Agency Agreement also shall require that the Company's independent accountants deliver a comfort letter addressed to the Co-Managers. The Company also will be required to deliver all other customary closing certificates. The Placement Agency Agreement shall not require the Co-Managers to purchase any of the offered securities. The Company will not authorize any other party to act on its behalf as investment banker or placement agent with respect to any offering involving an equity offering for a period of 180 days, commencing on the date of this letter. Nonetheless, the Co-Managers reserve the right to involve other Financial Industry Regulatory Authority, Inc. ("FINRA") member Broker Dealers in good standing in the Offering, subject to the approval of the Company, which will not be unreasonably withheld.
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The Placement Agency Agreement. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement conforms in all material respects to the description thereof contained in each of the Registration Statement, the Disclosure Package and the Prospectus.
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Related to The Placement Agency Agreement

  • Warrant Agency Agreement If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agency Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement, the provisions of this Warrant shall govern and be controlling.

  • Agency Agreement If more than one reinsured company is named as a party to this Contract, the first named company shall be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract, and for purposes of remitting or receiving any monies due any party.

  • Collateral Agency Agreement New Secured Party hereby acknowledges receipt of a copy of the executed Collateral Agency Agreement. New Secured Party hereby becomes (and is hereby designated by GECC) a Secured Party under the Collateral Agency Agreement. New Secured Party agrees to be bound by the terms thereof and hereby authorizes Collateral Agent to act on its behalf under the Collateral Agency Agreement with respect to its Designated Lease Assets set forth on Schedule I attached hereto.

  • Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

  • No Other Sales Agency Agreement The Company has not entered into any other sales agency agreements or other similar arrangements with any agent or any other representative in respect of at the market offerings of the Shares.

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • The Sales Agreement This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Warrant Agent Agreement If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling.

  • Description of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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