Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common Stock. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, as defined in Rule 405 of the 1933 Act, that initially became effective not earlier than three years prior to the date hereof. The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, identified in Schedule 3. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, complied, ...
Registration Statement and the Prospectus. The Registration Statement and the Prospectus, at the time the Registration Statement became effective, complied, and as of the applicable Representation Date will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder (the "1939 Act Regulations"). The Registration Statement, at the time the Registration Statement became effective, did not, and as of the applicable Representation Date 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. The Prospectus, at the time the Registration Statement became effective did not, and as of the applicable Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any of the Agents expressly for use in the Registration Statement or Prospectus or to that part of the Registration Statement which shall constitute the Statement of Eligibility under the 1939 Act (Form T-1) of the Trustees under the Indentures. After a post-effective amendment to the Registration Statement is filed and has become effective under the 1933 Act, the representations and warranties contained in this subsection shall refer to the Registration Statement as so amended.
Registration Statement and the Prospectus. In the event that during this period, (i) any shares are issued pursuant to the Company's existing stock option plans that are exercisable during such three hundred sixty-five (365) day period or (ii) any registration is effected on Form S-8 or on any successor form relating to shares that are exercisable during such three hundred sixty-five (365) day period, the Company shall obtain the written agreement of such grantee or purchaser or holder of such registered securities that, for a period of one hundred eighty (180) days after the date of this Agreement, such person will not, without the prior written consent of CIBC World Markets Corp., offer for sale, sell, distribute, grant any option for the sale of, or otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such person. Without the prior written consent of CIBC World Markets Corp., the Company shall not file any registration statement on Form S-8 or any successor form with the Commission for a period of one hundred eighty (180) days after the date of this Agreement.
Registration Statement and the Prospectus. REPRESENTATION AGREEMENT (“Agreement”) dated as of the 15th day of November, 2007, by and among WORLD MONITOR TRUST III – SERIES J (“Series J”), a separate series of World Monitor Trust III, a Delaware statutory trust organized under Chapter 38 of Title 12 of the Delaware Code (the “Trust”), KENMAR SECURITIES INC., a Delaware corporation (the “Selling Agent”), PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (the “Managing Owner”), and XXXXXX CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Advisor”).
Registration Statement and the Prospectus. The sale of the Shares by the Selling Stockholder pursuant hereto is not prompted by any information concerning the Company or any of its subsidiaries which is not set forth in the Time of Sale Information and the Prospectus or any amendment or supplement thereto. The Time of Sale Information and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain, at the Closing Time, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph are limited to statements or omissions based upon information relating to the Selling Stockholder or NAI furnished to the Company in writing by NAI or the Selling Stockholder expressly for use in the Time of Sale Information and the Prospectus or any amendments or supplements thereto.
Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement.
Registration Statement and the Prospectus. The Company is qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions in which the ownership or leasing of the Company's properties or the nature or conduct of its business requires such qualification, except where the failure to do so would not have a material adverse effect on the condition (financial or other), business, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole.
Registration Statement and the Prospectus all of the issued and outstanding shares of capital stock of each of the Company's subsidiaries have been duly authorized and are fully paid and nonassessable and are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims except as disclosed in the Prospectus.
Registration Statement and the Prospectus. (e) The Debentures have been duly authorized and, when executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to you against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally, and the Debentures will conform to the description thereof in the Registration Statement and the Prospectus.
Registration Statement and the Prospectus. The Partnership is, and at the Closing Date will be, duly licensed or qualified to do business and in good standing as a foreign partnership in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary (except where the failure to be so licensed or qualified will not have a material adverse effect on the condition (financial or other), results of operations or business of the Kinder Morgan Entities xx xxxxxxx the Partnership or the limited partners of the Partnership to any material liability or disability). Complete and correct copies of the certificate of limited partnership and of the Agreement of Limited Partnership of the Partnership, as amended and restated (the "Partnership Agreement"), and all amendments thereto have been delivered to the Underwriter, and no changes therein will be made subsequent to the date hereof and prior to the Closing Date.
