Conditions to Underwriters’ Obligations Clause Samples
The "Conditions to Underwriters’ Obligations" clause defines the specific requirements that must be satisfied before underwriters are legally bound to proceed with a securities offering. Typically, these conditions include the accuracy of representations and warranties, the delivery of necessary legal documents, and the absence of material adverse changes affecting the issuer. By setting these prerequisites, the clause protects underwriters from being obligated to complete a transaction if key assurances are not met, thereby allocating risk and ensuring that the offering proceeds only under agreed-upon circumstances.
Conditions to Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of and compliance with the representations and warranties of the Bank contained in Section 1 as of the date hereof and the Closing Date (and the Bank shall be deemed expressly to have represented and warranted as of the Closing Date that the representations and warranties contained in Section 1 are true and correct and that it has complied with such representations and warranties), and to the following further conditions:
Conditions to Underwriters’ Obligations. (a) The obligations of the Underwriters to purchase any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and the following additional conditions:
(i) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;
(ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, shall have furnished to the Underwriters their written opinion and letter, each dated such Closing Date, with respect to the valid existence and good standing of the Company and with respect to the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
(iii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President and Secretary of MetLife Group, Inc., shall have furnished to the Underwriters his written opinion, dated the Closing Date, substantially in the form attached hereto as ▇▇▇▇▇ ▇▇;
(iv) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Company, shall have furnished to the Underwriters their written opinion and letter, each dated the Closing Date, substantially in the forms attached hereto as Annex III-A with respect to certain corporate and tax matters, and ▇▇▇▇▇ ▇▇▇-B with respect to the Registration ...
Conditions to Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Offered Notes will be subject to the following conditions:
Conditions to Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder are subject to the accuracy, when made and as of the Applicable Time and on each Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements made by or on behalf of the Company in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:
Conditions to Underwriters’ Obligations. The obligations of the Underwriters of any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date for such Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder to be performed at or before the Closing Date, and the following additional conditions:
(a) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction;
(b) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, shall have furnished ▇▇ ▇▇▇ Un▇▇▇▇riters such written opinion or opinions, dated such Closing Date, with respect to the incorporation of the Company, the validity of the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
(c) James L. Lipscomb, Executive Vice President and General Counsel of the ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ave furnished to the Underwriters his written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect that:
(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Final Prospectus;
(ii) The Company has the corporate power and authority to execute and deliver this Agreement, the applicable Pricing Agreements, the applicable Securities Agreements and the Securities and to cons...
Conditions to Underwriters’ Obligations. The obligations of the Underwriter are subject to the following conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.
(b) The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.
(c) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter from K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, T▇▇ ▇’▇▇▇▇▇, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negati...
Conditions to Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Shares which they have agreed to purchase hereunder are subject to the accuracy (as of the date hereof and as of each Closing Date) of and compliance with the representations and warranties of the Company contained herein, the performance by the Company of all of its respective obligations hereunder, and the Agreement of Management and Shareholders, and the following further conditions:
Conditions to Underwriters’ Obligations. The obligations of the Underwriter under this Agreement shall be subject to the condition that all representations and warranties of the Company contained in this Agreement are, at and as of the Closing Date, true and correct, the condition that the Company shall have performed all of its obligations hereunder on or prior to the Closing Date and the following additional conditions:
Conditions to Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
Conditions to Underwriters’ Obligations. The obligations of the Underwriter hereunder to purchase and pay for the Firm Shares on the First Closing Date and any Optional Shares on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein contained as of the date hereof and as of each Closing Date, to the performance by the Company of its obligations hereunder and to the following additional conditions: