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 EDGAR, except to the extent permitted by Regulation S-T.
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. In addition, in rendering the opinions expressed in this letter, with your consent, we have relied upon the representations, warranties and covenants contained in the Merger Agreement and the representations contained in the Northrim Officer’s Certificate, dated January 24, 2014 and the Alaska Pacific Officer’s Certificate dated January 17, 2014 (together, the “Officers’ Certificates”). We have not independently verified any of the representations contained in the Officers’ Certificates. In rendering our opinions, we have assumed that (i) each of the Acquisition Merger and the Upstream Merger will be consummated in accordance with the provisions of the Merger Agreement, (ii) the representations and statements contained in the Merger Agreement were when made and will at all times remain true, accurate and complete, (iii) the parties have complied with, and if applicable will continue to comply with, the covenants contained in the Merger Agreement in all material respects, (iv) the statements as to factual matters contained in the Registration Statement and the Prospectus are and will remain at all times true, accurate and complete, and (v) each of the representations in the Officers’ Certificates is and will at all times remain true, accurate and complete. We have assumed the genuineness of all signatures, the authenticity of documents and records submitted to us as originals, the conformity to the originals of all documents and records submitted to us as certified or reproduction copies, the legal capacity of all natural persons executing documents and records, and the completeness and accuracy as of the date of this letter of the information contained in such documents and records. Based upon, and subject to, the foregoing and the qualifications set forth herein, (i) we are of the opinion that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and that, assuming that the Merger so qualifies as a reorganization, Northrim and Alaska Pacific will each be a party to such reorganization within the meaning of Section 368(b) of the Code; and (ii) we confirm that the discussion in the Prospectus under the heading “Material U.S. Federal Income Tax Consequences of the Merger,” to the extent it consists of statements of law and legal conclusions, and subject to the limitations and conditions set forth therein, represents our opinion as to the material U.S. federal income tax ...
The Prospectus. (a) Alignvest shall, in consultation with Sagicor and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the TSX and the OSC or any other applicable securities regulators, in accordance with Part X of the TSX Company Manual (pertaining to SPACs), as the same was varied by the TSX, as reflected in the Final IPO Prospectus. Sagicor further agrees to provide such assistance as may be reasonably required in connection with the preparation of the Prospectus, and Alignvest agrees that all information relating to Sagicor or its Subsidiaries in the Prospectus, including the financial statements referred to in Section 2.05(b), must be in a form and content satisfactory to Sagicor, acting reasonably.
The Prospectus. Attached to this Subscription Agreement as Exhibit A and made a part hereof, is the final prospectus dated _______ __, 2020 included in the Registration Statement (the “Prospectus”). Each Subscriber may also access the Registration Statement and Prospectus on line at www.sec.gov, click on “search for company filings” and typing in “Vision Hydrogen Corporation” in the relevant place.
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 United States Securities and Exchange Commission (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 Bonds, 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 Bond, upon request by such Holder, in each case subject to applicable law.
The Prospectus. The Master Issuer confirms that it has prepared the Preliminary Prospectus and the Final Prospectus (as defined in Clause 5(a) below), for use in connection with the issue of the U.S. Issue 2007-1 Notes and hereby authorises the Underwriters to distribute copies of the Preliminary Prospectus and the Final Prospectus in connection with the offering and sale of the U.S. Issue 2007-1 Notes (in accordance with applicable laws and applicable market practice).
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 State of New York, and I express no opinion as to matters governed by any laws other than the laws of the State of New York, 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: