The Prospectus. The Prospectus and any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was or is issued, and at the Closing Time shall not include 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, that this representation, warranty and agreement shall not apply to statements in or omissions from the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Operating Partnership in writing by any Underwriter through the Representatives expressly for use in such Prospectus or any amendments or supplements thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in Section 6(b) hereof. Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Original Registration Statement or any amendment thereto), the Prospectus or any amendment or supplement thereto complied or will comply when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
The Prospectus. (a) Buyer and the SPAC will, in consultation with the Company and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the NEO Exchange and the Ontario Securities Commission or any other applicable SPAC Securities Authorities, in accordance with the NEO Exchange listing manual (as pertains to special purpose acquisition corporations), as the same was varied by the NEO Exchange, as reflected in the Final IPO Prospectus. The Company will provide such assistance at its sole cost, as may be reasonably required in connection with the preparation of the Prospectus, and Buyer and the SPAC agree that all information relating to the Company in the Prospectus, including the financial statements referred to in Section 6.8(b), will be in form and content satisfactory to the Company and the SPAC, acting reasonably.
(b) The Company will provide Buyer and the SPAC and their auditors access to and the opportunity to review all financial statements and financial information of the Acquired Companies that is required in connection with the preparation of the Prospectus. The Company hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. The Company further agrees to provide such financial information and assistance at its sole cost, as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. The Sellers will certify to the SPAC that all information and statements related to the Acquired Companies will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Acquired Companies as required by applicable SPAC Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made.
(c) Buyer ...
The Prospectus. The Prospectus will not, as of its date and on the Closing Date and any Additional Closing Date, contain an 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, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 14.
The Prospectus. (a) Subject to applicable law, the Republic authorizes you to use, and agrees to furnish you with as many copies as you may reasonably request of, the Prospectus, any issuer free writing prospectuses as defined in Rule 433 under the Securities Act relating to the Offer (each, an “Issuer Free Writing Prospectus”), if any, to be filed with the Commission prior to the Settlement Date, any other free writing prospectus as defined in Rule 405 under the Securities Act relating to the Offer (each, a “Free Writing Prospectus”) that the parties hereto shall hereafter agree in writing to treat as part of the Prospectus. Subject to applicable law, the Republic shall instruct the Information and Exchange Agent (as defined herein) to make available (or distribute through any means as mutually agreed with the Dealer Managers) to each registered Holder of any Eligible Notes, as soon as practicable, copies of the Prospectus and any amendments and supplements thereto. Thereafter, to the extent practicable until the Expiration Date, the Republic shall use its best efforts to cause copies of such materials to be made available (or distributed through any means as mutually agreed with the Dealer Managers) to each person who becomes a Holder of record of any Eligible Note, upon request by such Holder, in each case subject to applicable law.
(b) The Republic shall not amend or supplement the Prospectus, or file, use or publish any such amendment or supplement or other offering materials for use in connection with the Offer or the results of the Offer, or refer to the Dealer Managers in any such material (except in each case for any announcements or notices required by applicable law, rules or regulations), without the Dealer Managers’ prior written consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other material for use with any third party in connection with the Offer, without the Republic’s consent, which consent shall not be unreasonably withheld.
(c) The Republic will advise you promptly of (i) the occurrence after the date hereof of any event which could cause the Republic to withdraw or terminate the Offer or would permit the Republic to exercise the right not to exchange or purchase the Eligible Notes tendered pursuant to the Offer or not to issue the New Notes, (ii) any requirement after the date hereof to amend or supplement any Prospectus, (iii) the issuance after the date hereof of any communication, comment or order by t...
The Prospectus. A copy of the approval of the Prospectus by the Luxembourg Stock Exchange.
The Prospectus. The Prospectus will not, as of its date and on the applicable Delivery Date, contain an 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, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).
The Prospectus. In addition, in rendering the opinions expressed in this letter, with your consent, we have assumed and relied upon, without independent investigation, the accuracy and completeness of the representations and warranties contained in the Merger Agreement as well as the representations contained in the BayCom Officer’s Certificate dated July 25, 2019 and the TIG Officer’s Certificate dated July 25, 2019 (together, the “Officers’ Certificates”).
The Prospectus. For the purposes of this opinion, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. As to facts that are material to the opinions hereinafter expressed that I did not independently establish or verify, I have relied upon certificates of officers or directors of the Company and upon those certificates of public officials I considered appropriate. I am admitted to practice only in the States of Connecticut and Massachusetts, and I express no opinion as to matters governed by any laws other than the General Corporation Law of the State of Delaware and the federal law of the United States of America. Based upon and relying upon the foregoing, and subject to the assumptions and qualifications contained herein, I am of the opinion, as of the date hereof, that:
1. The Company is validly existing as a corporation in good standing under the laws of the State of Delaware, with all necessary corporate power and authority to execute and deliver each Transaction Document and to perform its obligations thereunder, to own and operate its properties and assets and to carry on its business as currently conducted and as described in the Time of Sale Information and the Prospectus;
2. The statements in (i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 under the headings “Item 3 — Legal Proceedings,” “Business — Regulatory Environment” and “Risk Factors — Risks Related to Regulation” and (ii) the Company’s Quarterly report on Form 10-Q for the quarter ended March 31, 2014 under the heading “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Developments,” and “Part II—Item 1—Legal Proceedings,” in each case insofar as such statements constitute
3. No authorization, approval or other action by, and no notice to, consent of, order of, or filing with, any governmental authority in charge of laws and regulations relating to the provision of telecommunication services is required to be made or obtained by the Company for the consummation of the transactions contemplated by the Underwriting Agreement, other than those that have been obtained or made prior to the date hereof;
4. There is no pending or, to my knowledge, overtly threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator...
The Prospectus.
(a) Buyer and the SPAC will, in consultation with the Company and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the NEO Exchange and the Ontario Securities Commission or any other applicable securities regulators, in accordance with the NEO Exchange “Listing Manual” (as pertains to special purpose acquisition corporations), as the same was varied by the NEO Exchange, as reflected in the Final IPO Prospectus. The Company will provide such assistance, at Buyer’s or the SPAC’s sole cost, as may be reasonably required in connection with the preparation of the Prospectus, and Buyer and the SPAC agree that all information relating to the Company in the Prospectus, including the financial statements referred to in Section 6.8(b), will be in form and content satisfactory to the Company, acting reasonably.
(b) The Company will provide Buyer and the SPAC and their auditors access to and the opportunity to review all financial statements and financial information of the Acquired Companies that is required in connection with the preparation of the Prospectus. The Company hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and
The Prospectus. (a) Subversive shall, in consultation with Xxxxxx and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the Exchange and the Subversive Securities Authorities, in accordance with the Exchange Listing Manual (pertaining to SPACs) as reflected in the Final IPO Prospectus. Xxxxxx shall, and shall cause each other Xxxxxx Entity to, provide to Subversive: (a) in writing all necessary information concerning any Xxxxxx Entity that is required by Law to be included in the Prospectus (including the Xxxxxx Prospectus Financial Statements); and (b) such assistance as may be reasonably required in connection with the preparation of the Prospectus. Subversive agrees that all information relating to any Caliva Entity in the Prospectus, including the financial statements referred to in Section 5.09(b), must be in a form and content satisfactory to Caliva, acting reasonably.
(b) Caliva shall provide Subversive and its auditor access to and the opportunity to review all financial statements and financial information of Caliva that is required in connection with the preparation of the Prospectus (including the Caliva Prospectus Financial Statements). Caliva hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to use all commercially reasonable efforts to provide appropriate signatures where required and to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. Caliva further agrees to provide such financial information and assistance as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. Caliva will certify to Subversive that all information and statements provided by Caliva related to the Caliva Entities for inclusion in the preliminary Prospectus, the final Prospectus and the redemption deadline for the Subversive Class A Shares, will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Caliva Entities as required by Securities Laws and no material fac...