Examples of Rxxxxxx Jxxxx in a sentence
Rxxxxxx Jxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
By: Name: Title: Agreed and acknowledged by: Rxxxxxx Jxxxx & Associates, Inc.
The amount of compensation to be paid by the Company to Rxxxxxx Jxxxx in connection with the sale of the Placement Shares shall be 2% of the gross proceeds from the sales of the Placement Shares sold pursuant to this Agreement.
This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto and not declined by Rxxxxxx Jxxxx) constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.
The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Rxxxxxx Jxxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time.
This Agreement shall inure to the benefit of and be binding upon the Company and Rxxxxxx Jxxxx and their respective successors, permitted assigns and the affiliates, controlling persons, officers, directors, employees and agents referred to in Section 10 hereof.
The Registration Statement and any post-effective amendment thereto, at the time it became effective and each deemed effective date with respect to Rxxxxxx Jxxxx pursuant to Rule 430B(f)(2) of the Securities Act and at each Settlement Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Except for the free writing prospectuses, if any, identified in Schedule 3 hereto furnished to Rxxxxxx Jxxxx before first use, the Company has not used or referred to, and will not, without Rxxxxxx Jxxxx’ prior consent, use or refer to, any free writing prospectus.
It is expressly acknowledged and agreed that neither the Company nor Rxxxxxx Jxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Rxxxxxx Jxxxx, receipt of which is promptly confirmed by Rxxxxxx Jxxxx, and then only upon the terms specified therein and herein.
The Company shall cooperate with Rxxxxxx Jxxxx and counsel for Rxxxxxx Jxxxx to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by Rxxxxxx Jxxxx, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Shares.