Underwriters Covenants Clause Samples
The Underwriters Covenants clause sets out the specific promises and obligations that underwriters agree to fulfill in connection with a securities offering. Typically, this includes commitments such as complying with applicable laws, using best efforts to market and sell the securities, and providing accurate information to regulators and investors. By clearly outlining these responsibilities, the clause ensures that underwriters are held accountable for their conduct during the offering process, thereby protecting the interests of the issuer and maintaining regulatory compliance.
Underwriters Covenants. The Underwriter covenants and agrees with the Corporation that it will:
(a) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(c) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares outside of the Selling Jurisdictions except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for completion in connection with the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) provide to the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accorda...
Underwriters Covenants. The Underwriter covenants and agrees with the Company that (a) it will not offer or sell the Units in any state or other jurisdiction where it has not been advised in writing by its legal counsel or counsel for the Company that the Units are qualified for the offer and sale therein or exempt from such requirements; (b) it will not make any representation to any person in connection with the offer and sale of the Units covered hereby except as set forth in the Registration Statement or as authorized in writing by the Company and the Underwriter; (c) it will comply in good faith with all laws, rules and regulations applicable to the distribution of the securities, including the Rules of Fair Practice of NASD Regulation, Inc.; and (d) the Underwriter has the authority to execute this Agreement on behalf of all of the Underwriters.
Underwriters Covenants. Each of the Underwriters covenants and agrees with the Company that (a) it will not offer or sell the Shares in any state or other jurisdiction where it has not been advised in writing by its legal counsel or counsel for the Company that the Shares are qualified for the offer and sale therein or exempt from such requirements; (b) it will not make any representation to any person in connection with the offer and sale of the Shares covered hereby except as set forth in the Registration Statement or as authorized in writing by the Company and the Underwriter; (c) it will comply in good faith with all laws, rules and regulations applicable to the distribution of the securities, including the Rules of Fair Practice of NASD Regulation, Inc.; (d) the Underwriter has the authority to execute this Agreement; and (e) the Underwriter will not deal with or engage any finder who is not a registered broker/dealer or a foreign finder as allowed by NASD rules in connection with the proposed Offering.
Underwriters Covenants. The Underwriter covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer them for sale in the United States in the manner contemplated by Schedule “A” attached hereto;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any member of any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(c) use all reasonable efforts to complete the distribution of Offered Shares as soon as possible;
(d) not solicit subscriptions for the Offered Shares, trade in Offered Shares or otherwise do any act in furtherance of a trade of Offered Shares in any jurisdictions outside of the Qualifying Provinces, except as contemplated in Schedule “A” attached hereto or in other jurisdictions outside of Canada and the United States provided that such sales are made in accordance with the applicable securities laws of such jurisdictions and not engage in the Directed Selling Efforts as described in Schedule “A”; and
(e) as soon as reasonably practicable after the Closing Date (and in any event within 30 days thereof) provide the Corporation with a breakdown of the number of Offered Shares sold in each of the Qualifying Provinces and, upon completion of the distribution of the Offered Shares, provide to the Corporation and to the Securities Commissions notice to that effect, if required by Canadian Securities Laws.
Underwriters Covenants. The Underwriters shall:
(a) use all reasonable efforts to complete the distribution of the Offered Units as soon as possible;
(b) not make use of any “green sheet” in respect of the Offered Units without approval of the Trust and shall comply with Canadian Securities Laws with respect to the use of “green sheets” and other marketing material during the waiting period;
(c) give prompt notice to the Trust, when, in the opinion of the Underwriters, distribution has ceased; and
(d) as soon as reasonably practicable and, in any event, within 30 days of the completion of the distribution, provide the Trust with a breakdown of the number of Offered Units sold in each jurisdiction where such information is required for the purpose of calculating filing fees payable.
Underwriters Covenants. Each of the Underwriters covenants and agrees with the Trust that it will:
(a) offer the Trust Units for sale to the public in the Qualifying Provinces;
(b) conduct activities in connection with the proposed offer and sale of the Trust Units in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Trust Units;
(c) use all reasonable efforts to complete the distribution of Trust Units as soon as possible;
(d) not solicit subscriptions for the Trust Units, trade in Trust Units or otherwise do any act in furtherance of a trade of Trust Units in any jurisdictions outside of the Qualifying Provinces, provided further, that neither it, nor its affiliates nor any person acting on its behalf, shall make any offers or sales of the Trust Units within the United States, or to, or for the benefit or account of, U.S. persons; and it, its affiliates and any person acting on its behalf shall conduct all offers and sales in accordance with Regulation S under the United States Securities Act of 1933, as amended; and
(e) as soon as reasonably practicable after the Closing Date provide the Trust with a break down of the number of Trust Units sold in each of the Qualifying Provinces and, upon completion of the distribution of the Trust Units, provide to the Trust and to the Securities Commissions notice to that effect, if required by Applicable Securities Laws.
Underwriters Covenants. By acceptance hereof the Underwriter agrees to indemnify and hold harmless the Issuer, its members, officers, directors and employees and the Company, its officers, directors and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act of 1933 (collectively, "Indemnified Parties") against claims, losses, damages, liabilities and expenses asserted against them, or any of them, in connection with (i) the offering and sale of the Bonds on the grounds that the information under the caption "Underwriting" or the information furnished by the Underwriter in writing specifically for use in the Preliminary Official Statement or the Official Statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, or (ii) failure on the part of the Underwriter to deliver an Official Statement to any purchaser; and will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. The Underwriter shall not be liable for any settlement of any such action effected without its consent.
Underwriters Covenants. The Underwriters shall:
(a) use all reasonable efforts to complete the distribution of the Debentures as soon as possible;
(b) comply with Securities Laws with respect to the use of “green sheets” and other marketing material during the waiting period;
(c) give prompt notice to the Corporation, when, in the opinion of the Underwriters, distribution has ceased; and
(d) as soon as reasonably practicable and, in any event, within 30 days of the completion of the distribution, provide the Corporation with a breakdown of the number of Debentures sold in each jurisdiction where such information is required for the purpose of calculating filing fees payable.
Underwriters Covenants. Each of the Underwriters covenants and agrees with the Trust that it will:
(a) offer the Offered Securities for sale to the public only in the Qualifying Provinces;
(b) conduct activities in connection with the proposed offer and sale of the Offered Securities in compliance with all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Securities;
(c) use all reasonable efforts to complete the distribution of the Offered Securities as soon as possible;
(d) not solicit subscriptions for the Offered Securities, trade in Offered Securities or otherwise do any act in furtherance of a trade of Offered Securities outside of the Qualifying Provinces including, without limitation:
(i) the Underwriters agree that they will not (and will cause the Selling Dealer Group not to) sell or offer to sell the Offered Securities within the United States of America, its territories or possessions (the "U.S.") or to, or for the account of, "United States persons" (as that term is defined in Regulation S to the UNITED STATES SECURITIES ACT OF 1933, as amended (the "1933 ACT"));
(ii) at the time any buy order for the Offered Securities is originated, the buyer is outside the U.S., or the Underwriters or any person acting on its behalf reasonably believes the buyer is outside the U.S. and the buyer shall not be a "United States person"; and
(iii) no "directed selling efforts" (as that term is defined under Regulation S of the 1933 Act) have been or will be made in t▇▇ ▇.▇. by the Underwriters or any person acting on behalf of the Underwriters in respect of the sale of the Offered Securities offered for sale hereunder; and
(e) as soon as reasonably practicable after the Closing Date provide the Trust with a break down in writing of the number of Offered Securities sold in each of the Qualifying Provinces and, upon completion of the distribution of the Offered Securities, provide to the Trust, the Exchange and to the Securities Commissions prompt notice in writing to that effect.
Underwriters Covenants. The Underwriter covenants and agrees with the Corporation (and acknowledges that the Corporation is relying thereon) that it will:
(i) conduct activities in connection with the Offering in compliance with all applicable Canadian Securities Laws in the Qualifying Provinces;
(ii) not sell the Units, solicit subscriptions for Units, trade in Underlying Securities or otherwise do any act in furtherance of a trade of Underlying Securities in the United States;
(iii) use its reasonable best efforts to obtain from each Purchaser an executed Subscription Agreement and all undertakings, questionnaires and other forms required under applicable Canadian Securities Laws of the Qualifying Provinces as may be supplied to the Underwriter by the Corporation for completion in connection with the Offering;
(iv) not advertise the proposed offering or sale of the Units in printed public media or on radio, television or telecommunications, including electronic display;
(v) cause each member of any banking or selling group formed by them to acknowledge its agreement to be bound by the provisions of this Agreement;
(vi) not solicit subscriptions for Units except in accordance with the terms and condition of this Agreement;
(vii) deliver a copy of the Prospectus and Prospectus Supplement to each Purchaser forthwith upon receipt of same from the Corporation; and
(viii) pay for the Units at the Closing Time.