to the Registration Statement Clause Samples
to the Registration Statement. The Corporation shall prepare and file forthwith after any comments with respect to the Amended and Restated Canadian Preliminary Prospectus have been received from, and have been resolved with, the Commission (as hereinafter defined), and on a basis acceptable to the Underwriters, acting reasonably, and on the terms set out below, under and as required by Canadian Securities Laws with each of the Canadian Securities Commissions a (final) short form prospectus in both the English and French Languages (such short form prospectus, including the Documents Incorporated by Reference, the “Canadian Final Prospectus”) and all other required documents, including any document incorporated by reference therein that has not previously been filed, in order to qualify for distribution to the public the Offered Shares in each of the provinces of Canada (the “Qualifying Jurisdictions”) through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters and obtain a Dual Prospectus Receipt therefor no later than December 28, 2012. The Corporation shall also, immediately after the filing of the Canadian Final Prospectus and on a basis acceptable to the Underwriters, acting reasonably, file with the SEC a pre-effective amendment to the Initial Registration Statement, including the English language Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (such amended registration statement, including the exhibits and any schedules thereto, the Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the “Amendment No. 2 to the Registration Statement”) and cause the Amendment No. 2 to the Registration Statement to become effective under the U.S. Securities Act unless it became effective automatically upon filing (the Initial Registration Statement, as amended at the time it becomes effective, including the exhibits and any schedules thereto, the Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the “Registration Statement”). The Corporation has also prepared and filed with the SEC an appointment of agent for service of process upon the...
to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
to the Registration Statement. In no event shall The Bank of New York in its personal corporate capacity (or any officer of the Trustee in his or her personal capacity) have any liability for any of the certifications or statements contained in this Trustee Officer’s Certificate, such liability being solely that of each Trust.
to the Registration Statement. The Registration Statement was declared effective by the Commission on , 1997. MD, the Partnership and the Interests are described in the Prospectus dated , 1997 (the "Prospectus") that forms a part of the Registration Statement. As used in this Soliciting Dealer Agreement (this "Agreement"), the terms "Prospectus" and "Registration Statement" refer solely to the Prospectus and Registration Statement, as amended, described above, except that (i) from and after the date on which any post-effective amendment to the Registration Statement is declared effective by the Commission, the term "Registration Statement" shall refer to the Registration Statement as amended by that post-effective amendment, and the term "Prospectus" shall refer to the Prospectus then forming a part of the Registration Statement, and (ii) if the Prospectus filed by MD pursuant to Rule 424(b) or (c) promulgated by the Commission under the Act differs from the Prospectus on file with the Commission at the time the Registration Statement or any post-effective amendment thereto shall have become effective, the term "Prospectus" shall refer to the Prospectus filed pursuant thereto from and after the date on which it was filed. Terms defined in the Prospectus and not otherwise defined herein will have the meanings set forth in the Prospectus. MD desires to raise a minimum of $1,000,000 and a maximum of $10,000,000 in capital for the Partnership by the sale of up to 1,000 ($1,000,000) limited partner interests (the "Limited Partner Interests") and up to 9,000 ($9,000,000) general partner interests (the "General Partner Interests") in the Partnership (the Limited Partner Interests and the General Partner Interests are collectively referred to as the "Interests"). The Interests will be offered in $1,000 increments, with a minimum purchase of five Interests ($5,000). The following are the terms on which the Managing Partner, on behalf of the Partnership, and the Dealer Manager appoint you and you agree to such appointment to solicit subscribers for the purchase of Interests:
to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier to occur of (i) ________, 2007 or (ii) the date on which the Company consummates an initial public offering of its securities.
to the Registration Statement. The Trust Agreement will provide that there may be released to the Company (i) up to $1,680,000 of interest earned on the funds held pursuant to the Trust Agreement to fund expenses related to investigating and selecting a target business and the Company’s other working capital requirements and (ii) any amounts the Company may need to pay its income or other tax obligations.
to the Registration Statement. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and certain security holders of the Company, in substantially the form filed as Exhibit 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants, the shares underlying the Founder Shares and the Private Placement Warrants and the warrants issuable upon conversion of working capital loans. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants and certain proceeds of the Offering and sale of the Securities will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company and the Underwriters. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants, the Private Placement Warrants and any warrants issued upon the conversion of working capital loans by the Sponsor, the Company’s executive officers and directors, or their respective affiliates, to the Company (the “Working Capital Warrants”) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Private Placement Warrants and the Working Capital Warrants. The Company has duly executed and delivered a letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s executive officers, directors and director nominees each in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space, utilities, administrative and support services.
to the Registration Statement. All of the Subsidiaries of Diamond Growers prior to the Effective Time (other than Diamond Foods) will become Subsidiaries of Diamond Foods at the Effective Time by virtue of the Conversion.
to the Registration Statement. The shares of the Common Stock issuable upon exercise of the Warrants (including the Warrants issuable upon exercise of the RPO) are hereinafter referred to as the "Warrant Shares." The Firm Securities, the Shares, the Warrants, the Representative's Securities and the Warrant Shares are more fully described in the Registration Statement and the Prospectus referred to below.
to the Registration Statement. In connection with rendering these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Reorganization Agreement, (ii) the Registration Statement, Proxy Statement and other documents, exhibits, attachments and schedules contained therein, (iii) written representations and covenants of the Acquiring Fund and the Target Fund concerning certain facts underlying and relating to the Reorganization set forth in a letter dated as of the date hereof (the "Representation Letter"), and (iv) such other documents and materials as we have deemed necessary or appropriate for purposes of the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. We have not made an independent investigation of the facts set forth in the Registration Statement, the Reorganization Agreement or such other documents that we have examined. We have consequently assumed in rendering these opinions that the information presented in such documents or otherwise furnished to us accurately and completely describes in all material respects all facts relevant to the Reorganization. We have also assumed for purposes of rendering these opinions that (i) the representations of the Acquiring Fund and the Target Fund set forth in the Representation Letter are true, complete and correct and will remain true, complete and correct at all times up to and including the Closing Date, without regard to any qualification set forth in the Representation Letter to the effect that a representation therein is made to a person's knowledge; (ii) the statements made concerning the Reorganization in the Reorganization Agreement and the Proxy Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Closing Date; (iii) the Reorganization will be consummated in accordance with the terms of the Reorganization Agreement; and (iv) the Acquiring Fund and the Target Fund have complied with and will continue to comply with the covenants and agreements set forth in the Representation Letter and the Reorganization Agreement. Our opinions could be affected if any of the facts set forth in the Reorganization ...