Representation Date definition
Examples of Representation Date in a sentence
Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Spartan with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or Spartan sells any Placement Shares, the Company will provide Spartan with a certificate, in the form attached hereto as Exhibit A, dated the date of the Placement Notice.
Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than thirty (30) Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants.
Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide WestPark with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or WestPark sells any Placement Shares, the Company shall provide WestPark with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.
At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.
On the date of this Agreement and within five Trading Days of each Representation Date, other than pursuant to Section 7(l)(iii), for which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable, the Company will cause CBIZ to furnish Spartan a letter (the “Comfort Letter”), dated the date the Comfort Letter is delivered, which will meet the requirements set forth in this Section 7(n).