Authority of Lead Underwriter Sample Clauses

Authority of Lead Underwriter. All steps which must or may be taken by the Underwriters in connection with this Agreement, but with the exception of the steps contemplated by Sections 9, 11, 12, and 13, may be taken by the Lead Underwriter, acting on the Underwriters’ behalf, and this is the Company’s authority for dealing solely with, and accepting notification from, the Lead Underwriter with respect to any such steps on their behalf. In any event, the Lead Underwriter will consult with the other Underwriters before taking any steps on their behalf in reliance upon the authority in this Section 18.
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Authority of Lead Underwriter. TD Securities is hereby authorized by the other Underwriter to act on its behalf and the Issuer shall be entitled to and shall act on any notice given in accordance with Section 14 or any agreement entered into by or on behalf of the Underwriters by TD Securities which represents and warrants that it has irrevocable authority to bind the Underwriters, except in respect of any consent to a settlement pursuant to Section 7(c), which consent shall be given by the indemnified party thereunder, a notice of termination pursuant to Section 12, which notice may be given by any of the Underwriters, or any waiver of any condition set forth in Section 6, which waiver must be signed by all of the Underwriters. TD Securities shall consult with the other Underwriter concerning any matter in respect of which it acts as representative of the Underwriters.
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Authority of Lead Underwriter. The Company shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Underwriters by the Lead Underwriter and the Lead Underwriter shall represent the Underwriters and has authority to bind the Underwriters hereunder except in respect of a notice of termination pursuant to Section 15 hereof or the exercise of the indemnity and contribution rights specified in Section 13 and Section 14 hereof which shall require the action of the Underwriters. Each of the Underwriters agrees that the Lead Underwriter has been authorized in such regard.
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Authority of Lead Underwriter. The Lead Underwriter is hereby authorized by each of the other Underwriters to act on its behalf in connection with any matter arising hereunder or pursuant hereto and the Corporation shall be entitled to and shall act on any notice given hereunder or agreement entered into by or on behalf of the Underwriters by the Lead Underwriter except in respect of any consent to a settlement pursuant to paragraph 10.1 which consent shall be given by the Indemnified Party, a notice of termination pursuant to paragraph 9.1 which notice may be given by any of the Underwriters, or any waiver pursuant to paragraph 9.2 which waiver must be signed by all of the Underwriters. The Lead Underwriter shall consult fully with the other Underwriters concerning any matter in respect of which it acts on its behalf hereunder. All steps which may be taken by the Underwriters in connection with this Agreement, may be taken by the Lead Underwriter, on its own behalf and on behalf of the Underwriters. The Lead Underwriter, shall consult with the Underwriters as necessary prior to taking any action on their behalf and shall, in any event, advise the Underwriters of steps taken on their behalf. The obligations of the Underwriters under this Agreement shall be several and not joint and several.
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Authority of Lead Underwriter. The other Underwriters authorize TD Securities Inc. on their behalf to exercise all the authority and discretion granted to the Underwriters under the Underwriting Agreement and to take all such action as they may believe desirable in connection with the performance of the Underwriting Agreement and the purchase, sale and distribution of the Securities, provided, however, that TD Securities Inc. shall take no action pursuant to paragraph 6 or paragraph 7 of the Underwriting Agreement without the consent of at least one of the other Underwriters; provided further, that TD Securities Inc. shall not be under any liability whatsoever to any of the other Underwriters except for want of good faith and for the obligations expressly assumed by them in this Underwriting Agreement.
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Authority of Lead Underwriter. The Lead Underwriter is hereby authorized by each of the other Underwriters to act on its behalf and Pretivm shall be entitled to and shall act on any notice given in accordance with section 22 or agreement entered into by or on behalf of the Underwriters by the Lead Underwriter, which represents and warrants that it has irrevocable authority to bind the Underwriters, except in respect of any consent to a settlement pursuant to section 8 and section 13, which indemnification and contribution rights may be exercised by any of the Underwriters, a notice of termination pursuant to section 7 which notice may be given by any of the Underwriters, or any waiver pursuant to section 7, which waiver must be signed by all of the Underwriters. The Lead Underwriter shall consult where practical with the other Underwriters concerning any matter in respect of which they act as representative of the Underwriters.
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Related to Authority of Lead Underwriter

  • Appointment of Underwriter Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the exclusive sales agent for our Shares and agree that we will deliver such Shares as you may sell. You agree to use your best efforts to promote the sale of Shares, but are not obligated to sell any specific number of Shares. However, the Fund and each series retain the right to make direct sales of its Shares without sales charges consistent with the terms of the then current prospectus and statement of additional information and applicable law, and to engage in other legally authorized transactions in its Shares which do not involve the sale of Shares to the general public. Such other transactions may include, without limitation, transactions between the Fund or any series or class and its shareholders only, transactions involving the reorganization of the Fund or any series, and transactions involving the merger or combination of the Fund or any series with another corporation or trust.

  • Covenant of the Underwriters Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

  • Certain Agreements of the Underwriter The Underwriter hereby represents and agrees that:

  • Representation of the Underwriters The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in connection with this financing and that the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters.

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Representation of Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Certain Agreements of the Underwriters Each Underwriter hereby represents and agrees that:

  • Indemnification of the Underwriter The Company agrees to indemnify and hold harmless the Underwriter, its officers and employees, and each person, if any, who controls the Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 497 and Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct; and to reimburse the Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Underwriter) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

  • Selection of Underwriter If the Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The investment banker or investment bankers and manager or managers that will administer such underwritten offering will be selected by the mutual agreement of the Company and the Holders of a majority in number of the Registrable Securities included in such offering (provided that such agreement shall not be unreasonably withheld by the Company or such Holders).

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