Representations and Warranties of the Underwriter. The Underwriter represents and warrants to, and agrees with, the Company:
Representations and Warranties of the Underwriter. The Underwriter represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule C. Any such free writing prospectus consented to by the Underwriter is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriter represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.
Representations and Warranties of the Underwriter. The Underwriter represents and warrants to the Company that it is registered as a broker-dealer in all jurisdictions in which it is offering the Units and that it will comply with all applicable state or federal laws relating to the sale of the Units, including but not limited to, violations based on unauthorized statements by the Underwriter or its representatives.
Representations and Warranties of the Underwriter. The Underwriter represents and warrants as of the Closing Date as follows:
Representations and Warranties of the Underwriter. The Underwriter represents and agrees that:
(a) 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) any Issuer Free Writing Prospectus, or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Representations and Warranties of the Underwriter. Agreements of the Underwriter. The Underwriter represents and warrants and covenants to the Company that:
(a) The Underwriter agrees that it shall not include any “issuer information” (as defined in Rule 433 under the Act) in any “testing-the-waters” communication used or referred to by the Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”), provided that “issuer information” (as defined in Rule 433 under the Act) within the meaning of this (a) shall not be deemed to include information prepared by the Underwriter on the basis of, or derived from, “issuer information”.
(b) The Underwriter is a member of FINRA and each of them and their respective employees and representatives have all required licenses and registrations to act under this Agreement, and each shall remain a member or duly licensed, as the case may be, during the Offering.
(c) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Units, Common Stock or Warrants purchased by such person.
(d) Except as otherwise consented to by the Company, the Underwriter has not and will not use or distribute any written offering materials other than the preliminary offering circular included in the Offering Statement (the “Offering Circular”), pricing disclosure materials and the final Offering Circular. The Underwriter has not and will not use any “broker-dealer use only” materials with members of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with the statements made in the Offering Statement in connection with offers or sales of the Units.
(e) Neither the Underwriter, nor any director or executive officer of the Underwriter is subject to the disqualification provisions of Rule 262 of Regulation A. No registered representative of the Underwriter, or any other person being compensated by or through the Underwriter for the solicitation of Investors, is subject to the disqualification provisions of Rule 262 of Regulation A.
(f) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Securities purchased by such person.
Representations and Warranties of the Underwriter. The Underwriter represents and warrants to the Company that it is a member of the NASD and registered as a broker/dealer with the SEC. There are no past, pending or, to the best of the Underwriter's knowledge, threatened proceedings involving the NASD, the Commission or any state regulatory authority which would impair the ability of the Underwriter to conduct the Offering contemplated hereunder.
Representations and Warranties of the Underwriter. The Underwriter represents and warrants to the Company that:
(a) The Underwriter is a member in good standing of the National Association of Securities Dealers, Inc., and has complied with all NASD requirements concerning net capital and compensation to be received in connection with the Offering.
(b) To the Underwriter's knowledge, there are no claims for services in the nature of a finder's origination fee with respect to the sale of the Securities hereunder to which the Company is, or may become, obligated to pay.
Representations and Warranties of the Underwriter. The Underwriter represents and warrants to the Company that:
(a) The Underwriter is a member in good standing of the National Association of Securities Dealers, Inc., and has complied with all NASD requirements concerning net capital and compensation to be received in connection with the Offering.
(b) To the Underwriter's knowledge, there are no claims for services in the nature of a finder's origination fee with respect to the sale of the Shares hereunder to which the Company is, or may become, obligated to pay.
(c) Neither the Underwriter nor any of its registered agents have provided purchasers of the Shares with any information concerning the Company other than the Prospectus.
Representations and Warranties of the Underwriter. The Underwriter represents and warrants to, and agrees with the Fund, that:
(a) Underwriter has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, with all requisite corporate power and authority to conduct its business and to perform its obligations contemplated herein.
(b) This Agreement has been duly and validly authorized, executed and delivered by Underwriter and constitutes Underwriter's valid, binding and enforceable agreement.
(c) Underwriter's execution and delivery of this Agreement, and the performance of Underwriter's obligations hereunder, will not result in a violation of, be in conflict with or constitute a default under any agreement or instrument to which Underwriter is a party or by which Underwriter or Underwriter's properties are bound, or any judgment, decree, order, statute, rule or regulation applicable to Underwriter.
(d) The information supplied by Underwriter for inclusion in the Prospectus and Registration Statement relating to Underwriter is complete and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.
(e) Underwriter is (i) a broker-dealer duly registered pursuant to the provisions of the 34 Act, (ii) a member in good standing of the NASD, and (iii) duly registered as a broker-dealer under the applicable laws and regulations of each state in which Underwriter will offer and sell the Shares, except such states in which Underwriter is exempt from registration or such registration is not otherwise required. Underwriter will maintain its registration in good standing, or its exemption from such registration, throughout the term of this Agreement and Underwriter will comply with all statutes and other requirements applicable to Underwriter with respect to Underwriter's brokerage activities within those jurisdictions. Underwriter, its affiliates, officers and directors have not taken or failed to take any act, and are not subject to any order or proceeding, that would prevent the registration of the Shares with any state securities commission, or which will result in the issuance of any stop order on the sale of the Shares.
(f) Underwriter is a member of National Securities Clearing Corporation and has been assigned a fund distributor clearing number by Fund/Serv.
