Comply With Offering Procedures Sample Clauses

Comply With Offering Procedures. Managing Dealer agrees to take, and agrees further to cause the Soliciting Dealers to take, those steps deemed necessary or desirable by legal counsel to the Partnership to comply with all laws and procedures applicable to the offering of Units for sale in the jurisdictions selected by the Partnership and approved by the Managing Dealer. The Partnership shall provide a legal opinion from its counsel, in satisfactory form and substance to legal counsel for the Managing Dealer, to advise the effective date of the Prospectus and to otherwise support the registration of the securities for sale together with a legal memorandum to identify the states and other jurisdictions, if any, in which the securities may be sold (the "Blue Sky Survey"). Sales Agents shall offer the Units for sale in those jurisdictions listed in said Blue Sky Survey and will use only the sales and advertising literature specifically supplied and authorized by the General Partner. Additional copies of the Prospectus will be supplied to Sales Agents in reasonable quantities upon request. The Partnership will also provide Sales Agents with reasonable quantities of supplemental literature, if any, prepared by the Partnership in connection with the offering of the Units.
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Comply With Offering Procedures. Each Soliciting Dealer agrees to take those steps deemed necessary or desirable by legal counsel to the Pool to comply with all laws and procedures applicable to the offering of Units for sale in the jurisdictions selected by the Pool and approved by the Manager. The Pool shall provide a legal opinion from its counsel to advise the effective date of the Prospectus and to otherwise support the registration of the securities for sale together with a legal memorandum to identify the states and other jurisdictions, if any, in which the securities may be sold (the "Blue Sky Survey"). Sales Agents shall offer the Units for sale in those jurisdictions listed in said Blue Sky Survey and will use only the sales and advertising literature specifically supplied and authorized by the Manager. Additional copies of the Prospectus will be supplied to Sales Agents in reasonable quantities upon request. The Pool will also provide Sales Agents with reasonable quantities of supplemental literature, if any, prepared by the Pool in connection with the offering of the Units.
Sample 1
Comply With Offering Procedures. Sales Agents agree to take those steps deemed necessary or desirable by legal counsel to the Fund to comply with all laws and procedures applicable to the offering of Units for sale in the jurisdictions selected by the Fund and Sales Agents. Sales Agents shall use only the sales and advertising literature specifically supplied and authorized by the General Partner. 2. Suitability Standards. Sales Agents will comply with Appendix F of the Rules of Fair Practice of the NASD. Specifically to procure information and documentation from each subscriber solicited by its registered representatives to prove that the sale of Units solicited by it shall not be transmitted to the General Partner for acceptance unless said Sales Agent has reasonable grounds to believe, on the basis of information obtained from the subscriber concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Sales Agents, that the subscriber is: (i) in a financial position appropriate to enable him to realize to a significant extent the benefits of the Fund described in the Prospectus; and, (ii) the subscriber has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) the Units are otherwise a suitable investment for the subscriber.
Sample 1

Related to Comply With Offering Procedures

  • Offering Procedures (a) The following terms have the specified meanings for purposes of this Agreement:

  • Underwriting Procedures (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.

  • Comply with Laws It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Remarketing Procedures (a) Unless a Successful Early Remarketing or a Termination Event has occurred prior to the Applicable Remarketing Period, the Company shall engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Notes. The Company will, not later than 10 Business Days prior to each Remarketing Announcement Date, request that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Collateral Agent and the Purchase Contract Agent, in the case of an Early Remarketing, of the Company’s intent to attempt an Early Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Date or Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes to participate in a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the applicable procedures that must be followed by a Holder of Separate Notes if such Holder wishes to exercise its Put Right or by a Holder if such Holder elects not to exercise its Put Right.

  • Transfer to Comply with the Securities Act This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

  • Failure to Comply with the 1934 Act So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

  • Reporting Procedures The Executive shall report to the Board of Directors. The Executive shall report fully on the management, operations and business affairs of the Corporation and advise to the best of his ability and in accordance with reasonable business standards on business matters that may arise from time to time during the term of this agreement.

  • TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933 This Warrant or the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may not be sold or otherwise disposed of except as follows:

  • Filing Procedures The Company shall (A) permit counsel to the Investor an opportunity to review and comment upon (i) each Registration Statement at least three (3) Trading Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing with the SEC, and (B) shall reasonably consider any comments of the Investor and its counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to the Investor, without charge, (i) electronic copies of any correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document to the extent such document is available on XXXXX).

  • Compliance with Underwriting Procedures The Receivable was underwritten according to the Underwriting Procedures in effect at the time, in all material respects.

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