Underwriter Status. The Participant understands and acknowledges that the method by which Creation Units will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by a Fund on an ongoing basis, a “distribution”, as such term is used in the Securities Act of 1933, as amended (“1933 Act”), may occur at any point. The Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in it being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Participant also understands and acknowledges that dealers who are not “underwriters,” but who effect transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus.
Underwriter Status. Subject to compliance with applicable law, the Company may not deem any Purchaser to be an “underwriter” within the meaning of the Securities Act within any Registration Statement nor file any such Registration Statement without the prior written consent of such Purchaser.
Underwriter Status. The Purchaser has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the VMTP Preferred Shares, and the Purchaser has no present plans to enter into any such contract, undertaking, agreement or arrangement.
Underwriter Status. If, after the execution of this Agreement, the SEC informs the Company that one or more of the Investors may be an underwriter of Registrable Securities, the Company shall not name such Investors as Underwriters without the consent of such Investors and failing the timely receipt of such consent, such Investor’s Registrable Securities shall be removed from the Registration Statement.
Underwriter Status. The Investor is deemed an “underwriter” (as that term is defined in Section 2(a)(11) of the Securities Act) in connection with the registration of the Registrable Securities and will be identified as such in the Registration Statement. As an underwriter, the Investor will not have Rule 144 of the Securities Act available as a resale exemption from registration under the U.S. securities laws.
Underwriter Status. Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Liquidated Damages pursuant to Section 2.2 in the event the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the Commission do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor participating therein (or as otherwise may be acceptable to the Investor) without being named therein as an “underwriter,” then, unless the Investor elects to be named as an “underwriter therein”, the Company shall reduce the number of shares to be included in such Shelf Registration Statement by the Investor until such time as the Staff and the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In addition, in the event that the Staff or the Commission requires the Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Shelf Registration Statement to become effective, and the Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of the Investor, until such time as the Staff or the Commission does not require such identification or until the Investor accepts such identification and the manner thereof.
Underwriter Status. The Company shall not identify any Holder as an underwriter in any public disclosure or filing with the SEC or any Trading Market and any Holder being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document.
Underwriter Status. Each Closing Date Purchaser has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the VMTP Shares, and each Closing Date Purchaser has no present plans to enter into any such contract, undertaking, agreement or arrangement, except in accordance with Section 2.01(b) hereof.
Underwriter Status. Neither the Issuer nor any Subsidiary (as defined in the Indenture) or affiliate thereof shall identify any Holder as an underwriter in any public disclosure or filing with the Commission or any Principal Market or any Eligible Market and any Holder being deemed an underwriter by the Commission shall not relieve the Issuer of any obligations it has under this Agreement or any other Transaction Document; provided, however, that the foregoing shall not prohibit the Issuer from including the disclosure found in the “Plan of Distribution” section attached hereto as Exhibit A-2 in the Shelf Registration Statement.
Underwriter Status. Neither the Company nor any Subsidiary (as defined in the Securities Purchase Agreement) or affiliate thereof shall identify any Buyer as an underwriter in any public disclosure or filing with the SEC or any Principal Market (as defined in the Securities Purchase Agreement) or Trading Market (as defined in the Securities Purchase Agreement) unless required by the SEC and consented to by the applicable Buyer. In the event a Buyer is required by the SEC to be named as an underwriter in any public disclosure or filing with the SEC or any Principal Market, despite diligent efforts by the Company that such Buyer should not be named as an underwriter, the Buyer shall either consent to being named as an underwriter or request that its Registrable Securities be removed from such public disclosure or filing to the extent necessary to avoid being required to be named as an underwriter thereunder. Any Buyer has the right to object by written notice to the Company to any other Buyer being named as an underwriter (such Buyer that is required to be named an underwriter, the “Applicable Buyer”) in any public disclosure or filing with the SEC or any Principal Market. In such case, the Company shall remove the Applicable Buyer and its Registrable Securities from such Registration Statement (the “Original Registration Statement”), and file an additional registration statement that covers such Applicable Buyer’s Registrable Securities and names it as an underwriter (the “Applicable Buyer Registration Statement”), and proceed to seek effectiveness of both the Applicable Buyer Registration Statement, and the Original Registration Statement as a secondary offering by the other Buyers named therein; provided, however, the Applicable Buyer Registration Statement and the Original Registration Statement shall be declared effective on the same date, otherwise in accordance with the terms hereof (regardless of whether or not the Company is notified (orally or in writing, whichever is earlier) by the SEC that either Registration Statement will not be “reviewed” or will not be subject to further review SEC prior to the date such other Registration Statement is no longer subject to further review by the SEC). Except as set forth in this paragraph, any Buyer being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement).
