Underwriters Covenants Sample Clauses

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...
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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.
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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.
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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.
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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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.
Sample 1
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.
Sample 1

Related to Underwriters Covenants

  • Purchaser’s Covenants THE PURCHASERS DO AND EACH OF THEM DOTH HEREBY COVENANT WITH THE VENDORS AND THE BUILDER as follows:

  • Buyer’s Covenants Buyer hereby covenants as follows:

  • Seller’s Covenants Section 4.01. Covenants of the Seller.........................................................15 ARTICLE V SERVICING Section 5.01. Servicing.......................................................................16

  • Owner’s Covenants 13.1. The Owner covenants the following to the Lessee: 13.1.1. That the Lessee shall peaceably hold and enjoy the Leased Apartment during the Term of this Agreement and the Owner shall not interrupt or interfere with the Lessee’s lawful occupation, enjoyment or use of the Leased Apartment other than in an emergency or in the normal and lawful process of exercising or implementing the Owner’s rights and obligations under this Agreement. 13.1.2. To keep the Leased Apartment, and the Owner’s contents (if any), insured for such sums and on such terms as the Owner feels appropriate against fire and other risks normally covered by a comprehensive property insurance policy and any other such risks as the Owner considers necessary from time to time. 13.1.3. Except as otherwise herein provided, to keep the Leased Apartment and all internal parts thereof in good and substantial structural condition. 13.1.4. To take reasonable steps to ensure that the Leased Apartment, the installations therein for supply of water and electricity, and for sanitation, are safe, in proper working order and in repair both at commencement of, and during the term of, this Agreement. 13.1.5. To take reasonable steps to ensure that all smoke alarms, and security equipment (e.g. security cameras, security alarm system, etc) are kept in proper working order and in repair throughout the duration of this Agreement. 13.1.6. That all consents necessary to enable the Owner to enter into this Agreement (whether from superior landlords, mortgagees, insurers or others) have been obtained.

  • Debtor’s Covenants Until the Obligations are paid in full, Debtor agrees that it will: 6.1 preserve its legal existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets; 6.2 not change the Debtor State of its registered organization; 6.3 not change its registered name without providing Secured Party with 30 days’ prior written notice; and 6.4 not change the state of its Place of Business or, if Debtor is an individual, change his state of residence without providing Secured Party with 30 days’ prior written notice.

  • Pledgor’s Covenants At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows: (a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.; (b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock; (c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee; (d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest; (e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company; (f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital. (g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee. (h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee. (i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it. (j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee. (k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.

  • Grantor’s Covenants Each Grantor covenants and agrees as follows: (a) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (b) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

  • UNDERWRITERS’ INFORMATION The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Underwriters' Information consists solely of the following information in the Prospectus: the second and eleventh paragraphs under the heading "Underwriting" and the second sentence in the tenth paragraph under the heading "Underwriting".

  • Borrower’s Covenants 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company: 3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement. 3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements; 3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request; 3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income; 3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company; 3.2 Borrower covenants that during the term of this Agreement, he shall: 3.2.1 endeavor to keep Borrower Company to engage in its principle businesses; 3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement; 3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement; 3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person; 3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender; 3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest; 3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims; 3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company; 3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender; 3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section; 3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and 3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.

  • LESSOR'S COVENANTS The Lessor covenants and agrees that, unless the Agent and the Lenders shall have otherwise consented in writing: (a) it shall not amend its Partnership Agreement, except to admit limited partners in connection with lease transactions similar to the Transactions; (b) it shall not incur any indebtedness or other monetary obligation or liability, other than (i) non-recourse indebtedness incurred in connection with the Transactions or similar transactions and (ii) operating expenses incurred in the ordinary course of business that are not delinquent; (c) the proceeds of the Loans received from the Lenders will be used by the Lessor solely to acquire the Leased Property and to pay the Lessee for certain closing and transaction costs associated therewith and for the costs of Construction. No portion of the proceeds of the Loans will be used by the Lessor (i) in connection with, whether directly or indirectly, any tender offer for, or other acquisition of, stock of any corporation with a view towards obtaining control of such other corporation, (ii) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any Margin Stock, or (iii) for any purpose in violation of any Applicable Law; (d) it shall not engage in any business or activity, or invest in any Person, except for activities similar to its activities conducted on the date hereof, the Transactions and lease transactions similar to the Transactions; (e) it will maintain tangible net worth in an amount no less than the sum of (i) $100,000 plus (ii) 3% of its total assets (calculated assuming no reduction in the value of any leased property from its original cost to the Lessor); (f) it will deliver to the Agent, as soon as available and in any event within 90 days after the end of each fiscal year, a balance sheet of the Lessor as of the end of such fiscal year and the related statements of income, partners' capital and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, together with copies of its tax returns, all certified by an officer of the general partner (and if the Lessor ever prepares audited financial statements, it shall deliver copies thereto the Agent); (g) it will permit the Agent and its representatives to examine, and make copies from, the Lessor's books and records, and to visit the offices and properties of the Lessor for the purpose of examining such materials, and to discuss the Lessor's performance hereunder with any of its, or its general partner's, officers and employees; (h) it shall not consent to or suffer or permit any Lien against the Leased Property, other than as expressly contemplated pursuant to the Operative Documents; (i) it shall not consent to or suffer or permit the creation of any easement or other restriction against the Leased Property other than as permitted pursuant to Article VI of the Lease; and (j) it shall promptly discharge each Lessor Lien and shall indemnify the Lenders and the Lessee for any diminution in value of any Leased Property resulting from such Lessor Liens.

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