Underwriter's Representations and Warranties. The Underwriter represents and warrants to and agrees with the Company that:
Underwriter's Representations and Warranties. It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission or is not required to be retained by the Company pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Schedule 3 or prepared pursuant to Section 3(c) or Section 4(d) above (including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).
Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement.
(b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date.
(c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 in Debentures are sold or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.
Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement.
(b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date.
(c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $7,250,000 in Debentures are sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.
Underwriter's Representations and Warranties. The Underwriter Represents and Warrants to the Company that:
Underwriter's Representations and Warranties. Creative represents and warrants to and agrees with the Company that:
Underwriter's Representations and Warranties. The Underwriter represents and warrants to the Authority that the material on the page (i) of the Official Statement relating to stabilization and the material in the Official Statement under the caption “Underwriting” is, as of the date hereof and as of the Closing Date, true and correct in all material respects and does not omit any information which is necessary to make the statements contained therein not misleading in any material respect, but only if such material, in its entirety has been supplied by the Underwriter for inclusion in the Official Statement.
Underwriter's Representations and Warranties. Each Underwriter hereby represents and warrants to Onyx, which representations and warranties shall survive the issuance of any Shares, that:
(a) Each Underwriter is acquiring the Shares for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(b) Each Underwriter is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and no Underwriter has experienced a disqualifying event as enumerated pursuant to Rule 506(d)(1) of Regulation D under the Securities Act, other than (i) a disqualifying event that arose prior to September 23, 2013 for which appropriate disclosure has been provided in accordance with Rule 506(e) under the Securities Act; or (ii) a disqualifying event that is the subject of a waiver pursuant to Rule 506(d)(2) under the Securities Act.
(c) Each Underwriter understands that the Shares are being offered to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that Onyx is relying upon the truth and accuracy of, and each Underwriter’s compliance with, the representations and warranties of such Underwriter set forth herein in order to determine the availability of such exemptions and the eligibility of such Underwriter to acquire such Shares.
(d) Each Underwriter has been furnished with all materials relating to the business, finances and operations of Onyx and Helios (including with respect to the Proposed Business Combination) and materials relating to the offer and sale of the Shares which have been requested by each Underwriter. Each Underwriter has been afforded the opportunity to ask questions of the executive officers and directors of Onyx. Each Underwriter understands that its investment in the Shares involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Shares.
(e) Each Underwriter understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares by each Underwriter nor have such authorities passed upon or endorsed the merits of the offering of the Shares.
(f) Each Underwriter understands that: (a) the Shares have not been and...
Underwriter's Representations and Warranties. The Underwriter represents and warrants to and agrees with the Company that:
10.01. The Underwriter is registered as a broker-dealer with the Securities and Exchange Commission and is registered as a broker-dealer in the State of North Dakota and is a member in good standing of the National Association of Securities Dealers, Inc.
10.02. There is not now pending or, to the knowledge of the Underwriter, threatened against the Underwriter any material action or proceeding of which the Underwriter has been advised, either in any court of competent jurisdiction, before the Securities and Exchange Commission or any state securities commission concerning the Underwriter's activities as a broker or dealer, nor has the Underwriter been named as a "cause" in any material action or proceeding (except as set forth in the Registration Statement or by letter to the Company from the Underwriter). SECTION 11 Notice Except as otherwise expressly provided in this Agreement:
11.01. Whenever Notice is required by the provisions of this Agreement to be given to the Company, such notice shall be in writing addressed to the Company as follows: ND Holdings, Inc. 1 North Main Xxxxx, XX 00000 xxxx x xxxx xx: Gordon Dihle, Esq. 1720 S. Bellaire Street, Suite 000 Xxxxxx, Xxxxxxxx 00000
Underwriter's Representations and Warranties. Windxxx xxxresents and warrants to and agrees with the Company that:
