Conditions of the Sales Agent’s Obligations Clause Samples

Conditions of the Sales Agent’s Obligations. The obligations of the Sales Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties of the Company and the Operating Partnership contained in this Agreement or in certificates of any officer of the Company or any Subsidiary delivered pursuant to the provisions hereof, to the performance by the Company and the Operating Partnership of their covenants and other obligations hereunder, and to the following further conditions:
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Conditions of the Sales Agent’s Obligations. The Sales Agent's obligations as provided herein shall be subject to the continuing accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder, and to the following additional conditions: (a) No action, suit or proceeding for the purpose of preventing or suspending the use of the Prospectus shall have been initiated or, to the knowledge of the Company or the Sales Agent, threatened by the SEC, the, the Federal Reserve or the FDIC, any state securities commission, or any other governmental agency or body nor shall have any such governmental agency or body notified the Company or any of its agents of any objections to the use of the Prospectus. Any request of the SEC, the, the Federal Reserve or the FDIC, any state securities commission, or any other governmental agency or body for information (to be included in the Prospectus or otherwise) shall have been complied with to the Sales Agent's satisfaction. (b) The Sales Agent shall not have advised the Company that the Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which in the Sales Agent's opinion is material or omits to state a fact which in the Sales Agent's opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus, there shall not have been any change in the capital stock, short-term debt or long-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or other), net worth or results of operations of the Company, the Bank, or which, in the Sales Agent's judgment, makes it impractical or inadvisable to offer or deliver the Units on the terms and in the manner contemplated in the Prospectus. (d) At the Closing Date, the Sales Agent shall have received the opinion of company counsel dated as of the Closing Date, addressed to the Sales Agent, substantially to the effect set forth in Schedule A hereto. (e) At the time of execution of this Agreement and at the Closing Date the Sales Agent shall have received a letter from the certified public accountants of the Company, dated the date of delivery thereof,...
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Related to Conditions of the Sales Agent’s Obligations

  • Conditions of Agent’s Obligations The obligations of the Agent hereunder are subject to (i) the accuracy of, as of the date hereof, each Bringdown Date, and each Time of Sale (in each case, as if made at such date), and compliance with, all representations, warranties and agreements of the Company contained herein, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Permitted Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission for additional information (to be included in the Registration Statement, the Base Prospectus, the Prospectus, any Permitted Free Writing Prospectus or otherwise) shall have been complied with to the Agent’s satisfaction. (b) The Agent shall not have advised the Company that the Registration Statement, the Base Prospectus, the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, contains an untrue statement of fact which, in the Agent’s opinion, is material, or omits to state a fact which, in the Agent’s opinion, is material and is required to be stated therein or is necessary to make the statements therein (i) with respect to the Registration Statement, not misleading and (ii) with respect to the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, in light of the circumstances under which they were made, not misleading. (c) Except as set forth or contemplated in the Prospectus and any Permitted Free Writing Prospectus, subsequent to the respective dates as of which information is given therein, the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock and there shall not have been any change in the capital stock, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than as a result of Exempt Issuances), or any material change in the short-term or long-term debt, of the Company, or any Material Adverse Effect or any development that would be reasonably likely to result in a Material Adverse Effect (whether or not arising in the ordinary course of business), or any material loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares. (d) The Company shall have performed each of its obligations under Section 3(q). (e) The Company shall have performed each of its obligations under Section 3(r). (f) The Company shall have performed each of its obligations under Section 3(s). (g) The Company shall have performed each of its obligations under Section 3(t). (h) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (i) All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (j) The Company shall have furnished to Agent and the Agent’s counsel such additional documents, certificates and evidence as they may have reasonably requested. (k) Trading in the Common Stock shall not have been suspended on the NASDAQ Capital Market. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to Agent and the Agent’s counsel. The Company will furnish Agent with such conformed copies of such opinions, certificates, letters and other documents as Agent shall reasonably request.

  • Conditions of Placement Agent’s Obligations The obligations of the Placement Agents hereunder are subject to the accuracy of the representations and warranties contained herein or in certificates of any officer of the Company or any of its subsidiaries (including the Bank) delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • Conditions of the Warrant Agent’s Obligations The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to time of the Warrant Certificates shall be subject:

  • Conditions to Agent’s Obligations The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:

  • CONDITIONS OF THE PARTIES’ OBLIGATIONS A. This contract is contingent upon authorization of Wisconsin and United States laws and any material amendment or repeal of the same affecting relevant funding or authority of the Department of Health Services shall serve to terminate this contract, except as further agreed to be the parties hereto. B. Nothing contained in this contract shall be construed to supersede the lawful powers or duties of either party. C. It is understood and agreed that the entire contract between the parties is contained herein, except for these matters incorporated herein by reference, and that this contract supersedes all oral contracts and negotiations between the parties relating to the subject matter thereof. D. Agency shall be notified in writing of all complaints filed in writing against the Contractor. Agency shall inform the Contractor in writing with their understanding of the resolution of the complaint.