REPRESENTATIVE'S COVENANTS Sample Clauses

REPRESENTATIVE'S COVENANTS. The Representative covenants and agrees with the Company that (a) it will not offer or sell the Securities in any state or other jurisdiction where it has not been advised in writing by legal counsel for the Company that the Securities are qualified for the offer and sale therein or exempt from such requirements; (b) it will not make any representation to any person in connection with the offer and sale of the Securities covered hereby except as set forth in the Registration Statement or as authorized in writing by the Company and the Representative; (c) it will comply in good faith with all laws, rules and regulations applicable to the distribution of the securities, including the Rules of Fair Practice of the NASD; and (d) the Representative has the authority to execute this Agreement on behalf of all of the Underwriters.
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REPRESENTATIVE'S COVENANTS. The Representative covenants and agrees with the Company that (i) it will not offer or sell the Shares in any state or other jurisdiction where it has not been advised in writing that the Shares are qualified for the offer and sale therein or exempt from such requirements; (ii) it will not make any representation to any person in connection with the offer and sale of the Shares covered hereby except as set forth in the Registration Statement or as authorized in writing by the Company; and (iii) it will comply in good faith with all laws, rules and regulations applicable to the distribution of the securities, including the Rules of Fair Practice of the National Association of Securities Dealers, Inc.
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REPRESENTATIVE'S COVENANTS. The Representative covenants and agrees with the Company that (a) it will not offer or sell the Securities in any state or other jurisdiction where it has not been advised in writing by legal counsel for the Company that the Securities are qualified for the offer and sale therein or exempt from such requirements; (b) it will not make any representation to any person in connection with the offer and sale of the Securities covered hereby except as set forth in the Registration Statement or as authorized in writing by the Company and the Representative; (c) it will comply in good faith with all laws, rules and regulations applicable to the Premier Concepts, Inc. -29- Underwriting Agreement distribution of the securities, including the Conduct Rules of the NASD; and (d) the Representative has the authority to execute this Agreement on behalf of all of the Underwriters.
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Related to REPRESENTATIVE'S COVENANTS

  • Executives Covenants The Executive hereby agrees to the following:

  • The Executive's Covenants The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive’s employment for Good Reason or by reason of death, Disability or Retirement, or (iv) the termination by the Company of the Executive’s employment for any reason.

  • Purchaser’s Covenants The Purchaser will have performed and complied with all covenants, agreements and conditions as required by this Agreement.

  • Independent Covenants This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

  • Vendor’s Covenants The Vendor will have performed and complied with all agreements, covenants and conditions as required by this Agreement.

  • Pledgor’s Covenants The Pledgor represents, covenants and warrants that unless compliance is waived by the Bank in writing:

  • Holdings Covenant Holdings and any Intermediate Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of any Intermediate Holdings, Holdings, any IPO Shell Company and any wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the entity which consummates an IPO, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowers or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or made by it under Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto including the formation of one or more “shell” companies to facilitate any such offering or issuance, (vi) any transaction that Holdings or any Intermediate Holdings is permitted to enter into or consummate under Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix) activities as necessary to consummate and Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.

  • Independent Covenant 12 Section 10.06 Materiality............................................ 13

  • Covenants and other Agreements of the Company and the Underwriters (a) The Company covenants and agrees as follows:

  • Further Assurances Covenants Each Lien Grantor covenants as follows:

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