Underwriting Agreement Shall Control Sample Clauses

Underwriting Agreement Shall Control. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an Underwritten Offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
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Underwriting Agreement Shall Control. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an Underwritten Offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. Survival of Indemnification Obligations. The obligations of the Company and the Investor under this Section 5 shall survive the completion of any offering of Registrable Securities in a registration statement under this Agreement. Reports under Exchange Act. With a view to making available to the Investor the benefits of Rule 144 or any other rule or regulation of the SEC that may at any time permit an Investor to sell Registrable Securities to the public otherwise than pursuant to the Shelf Registration Statement, the Company agrees to: Make and keep available adequate current public information with respect to the Company, as contemplated by Rule 144, at all times; File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; Furnish to the Investor, so long as the Investor owns any Registrable Securities, promptly upon request:
Sample 1

Related to Underwriting Agreement Shall Control

  • Underwriting Agreements If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Sections 2.1 or 2.3, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of each class of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Underwriter Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market” or continuous equity transaction.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • Description of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Authorization of Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

  • Descriptions of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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