Common use of Underwriters Covenants Clause in Contracts

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.

Appears in 2 contracts

Samples: Underwriting Agreement (Reeds Inc), Underwriting Agreement (Reeds Inc)

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Underwriters Covenants. Each of the Underwriters The Underwriter covenants and agrees with the Company that (a) it will not offer or sell the Shares 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 Shares 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 Shares 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.the NASD; (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.

Appears in 2 contracts

Samples: Underwriting Agreement (Us Dry Cleaning Corp), Underwriting Agreement (Us Dry Cleaning Corp)

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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 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 Shares 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 Shares 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.the NASD; (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.

Appears in 1 contract

Samples: Underwriting Agreement (Us Dry Cleaning Corp)

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