Compliance with Securities Regulations. The Company will use its -------------------------------------- best efforts to cause the Registration Statement to become effective and will notify the Underwriter immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request of the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Common Stock for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as shall be necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.
Compliance with Securities Regulations. The Company agrees to: (i) prepare the Offering Documents in a form approved by HSBC, which approval shall not be unreasonably withheld or delayed, and to file such Offering Documents with the competent governmental or regulatory body or agency in the relevant jurisdiction pursuant to the applicable securities regulations; (ii) notify HSBC promptly of the receipt of any comment from the governmental or regulatory body or agency in each jurisdiction where the Offering Documents have been filed; (iii) make no further amendment or supplement to the Offering Documents without the prior approval of HSBC, which approval shall not be unreasonably withheld or delayed; (iv) notify HSBC and confirm such notice in writing, promptly after it receives notice thereof, of the time when an Offering Document has been filed or becomes effective or any supplement to an Offering Documents or any amended Offering Document has been filed and to furnish HSBC with copies thereof; (v) file promptly all reports and any definitive information statements required to be filed by the Company with the competent governmental or regulatory body or agency in the relevant jurisdiction subsequent to the date of an Offering Document and for so long as the delivery of an Offering Document is required in connection with the offering or sales of the Shares or ADSs; (vi) advise HSBC promptly after it receives notice thereof, of the issuance by the relevant governmental or regulatory body or agency of any stop order or of any order preventing or suspending the use of any Offering Document, of the suspension of the qualification of the Shares, Warrants, ADSs or ADR Warrants for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by any such body or agency for the amending or supplementing of any Offering Document or for additional information; and (vii) in the event of the issuance of any stop order or of any order preventing or suspending the use of any Offering Document or suspending the qualification of the Shares or Warrants, use promptly its best efforts to obtain its withdrawal at the earliest possible moment.
Compliance with Securities Regulations. To advise the Initial Purchasers promptly and, if requested by the Initial Purchasers, to confirm such advice in writing, of the issuance by any securities commission of any stop order suspending the qualification or exemption from qualification of any of the Original Notes for offering or sale in any jurisdiction, or the initiation of any proceeding for such purpose by any securities commission or other regulatory authority. The Ventas Entities shall use their reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any of the Original Notes under any securities laws, and if at any time any securities commission or other regulatory authority shall issue an order suspending the qualification or exemption of any of the Original Notes under any securities laws, the Ventas Entities shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.
Compliance with Securities Regulations. Vornado shall use Commercially Reasonable Efforts to take any action required to be taken under the Securities Act, the Exchange Act, and any applicable foreign or state securities or “blue sky” Laws and regulations thereunder in connection with the Equity Issuance and the JBG Parties shall furnish all information as Vornado may reasonably request in connection with any such actions.
Compliance with Securities Regulations. (i) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information; (ii) the ADR Registration Statement, and the ADR Prospectus and any amendments or supplements thereto will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the ADR Registration Statement and as of the applicable filing date as to the ADR Prospectus and any amendment or supplement thereto, contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information.
Compliance with Securities Regulations. The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations is followed, to prepare and timely file with the Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a form approved by the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations, and (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which the Representatives shall not previously have been advised and furnished with a copy or to which the Representatives shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations. To the extent applicable, the copies of the Registration Statement (including all exhibits filed therewith), any preliminary prospectus or Prospectus furnished to the Underwriters shall be identical to the copies thereof electronically filed with the Commission on XXXXX, except to the extent permitted by Regulation S-T.
Compliance with Securities Regulations. During the period when a prospectus is required by the Securities Act or the Exchange Act to be delivered in connection with sales of the Notes (the "Prospectus Delivery Period"), the Depositor will notify you immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Prospectus, or of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and (v) the happening of any event which, in the judgment of the Depositor, makes the Registration Statement or the Prospectus contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Depositor will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain as soon as possible the lifting thereof.
Compliance with Securities Regulations. 6.1 The Consultant warrants that he is familiar with those Securities Laws and Regulations in force in the United States of America with regard to securities transactions in general, and respecting the use or disclosure of confidential information of a publicly traded company to individuals or companies prior to such information's becoming available to the general public.
Compliance with Securities Regulations. Notwithstanding any provision contained in this Agreement to the contrary, UVEST shall cause all aspects of the UVEST Program (including, without limitation, designation of the UVEST Centers in Subscriber's locations, training and compensation of Dual Employees and Non-Dual Employee, manner and content of disclosures to customers and advertising and promotional activities) to be conducted in accordance and conformity with the Interagency Statement on Retail Sales of Non-deposit Investment Products, dated February 15, 1994, published by the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Office of Thrift Supervisions, as such statement has been and hereafter may be amended from time to time (the "Interagency Statement"). In addition to the Interagency Statement, UVEST adheres to the 1999 Gramm Leach Bliley Act, Title II, Section 201, and all applicable securxxxxx xxxx (NASD, SEC, Etc.). In accordance with their responsibilities under Interagency Statement and various other laws, rules, regulations and policies of their respective regulatory agencies as in effect from time to time, Subscriber and its affiliate depository institutions on whose premises the activities contemplated by this Agreement are conducted may from time to time review the sales and other activities of the Dual Employees and the other operations of the WEST Centers to confirm that such activities and operations are being conducted in a manner consistent with-such Interagency Statement and any such laws, rules, regulations and policies, and in connection therewith to review such records of UVEST as the Subscriber or such affiliate deems necessary or appropriate to evaluate such compliance. Any such review or investigation shall not relieve UVEST from its obligations hereunder to operate all aspects of the UVEST Program in accordance with such Interagency Statement and any such additional laws, rules, regulations and policies.
Compliance with Securities Regulations. AND COMMISSION REQUESTS The Company will (i) comply in respect of the Designated Securities with the requirements of the 1933 Act Regulations, as applicable, and will promptly within the time periods specified therein effect the filings required of it pursuant to Rule 424 and/or Rule 433 under the 1933 Act, and (ii) take such steps as it deems necessary to ascertain promptly whether the Prospectus or Permitted Free Writing Prospectus transmitted for filing under Rule 424 or Rule 433, as applicable, were received for filing by the Commission and, in the event that one was not, it will promptly file the Prospectus or, as provided in Rule 164, the Permitted Free Writing Prospectus, as applicable.
