Agreements. The Company agrees with the several Underwriters that: (a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative: (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome. (f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement. (g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Renaissancere Holdings LTD), Underwriting Agreement (Renaissancere Holdings LTD)
Agreements. (a) The Company hereby agrees with the several Underwriters that:
(a1) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form to which the Representatives do not reasonably object with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed therein and will provide evidence satisfactory to the Representative Representatives of such timely filing, which evidence shall be satisfied by the availability of such Prospectus on E▇▇▇▇. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose, which notice, in the case of clauses (i) and (ii) above, shall be satisfied by the availability of such amendment or supplement on E▇▇▇▇ (or any successor thereto). The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b2) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented, (ii) amend or supplement the Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.
(3) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActSecurities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or, as in the opinion of counsel for the Underwriters or the Company, if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify the Representative Representatives of any such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (aa)(1) of this Section 56, an amendment or supplement which that will correct such statement or omission or effect such compliance; compliance and (3iii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c4) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings earning statement or statements of the Company and its subsidiaries which that will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Act158.
(d5) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto), provided that any such document’s availability on E▇▇▇▇ (or any successor thereto) shall satisfy the foregoing requirements and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the ActSecurities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of any preliminary prospectus, the Prospectus, each Preliminary Final Prospectus and the Final Issuer Free Writing Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e6) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that, in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(7) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (not as defined in Rule 405) required to exceed one be filed by the Company with the Commission or retained by the Company under Rule 433 (other than a free writing prospectus disclosing pricing information); provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such Free Writing Prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(8) The Company will use its best efforts to meet the requirements to qualify, for the taxable year from ending December 31, 2020, for taxation as a REIT under the Code and thereafter for any period for which the Company intends to be treated as a REIT.
(9) The Company agrees that it will issue, prior to the Closing Date, the Redemption Shares to the Selling Stockholders upon exchange by the Selling Stockholders of such Selling Stockholders’ Common Units.
(b) The Company and the Operating Partnership hereby jointly and severally agree with the several Underwriters that:
(1) None of the Company or the Operating Partnership will, without the prior written consent of Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction that is designed to, or could reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, including the filing (or participation in the filing) of a registration statement (other than a registration statement on Form S-8 relating to the Company’s incentive plans, on Form S-4 relating to an acquisition or “A/B Exxon Capital exchange offer” by the Company or a filing relating to a registration statement that was first declared effective by the Commission prior to the date hereof)) with the Commission in respect of, and or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the Company will pay any fee meaning of Section 16 of the National Association Exchange Act, any shares of Securities DealersCommon Stock or Units or any securities convertible into, Inc.or exercisable, in connection with its review or exchangeable for, shares of Common Stock or Units, or publicly announce an intention to effect any such transaction, for a period of 30 days after the date of the offeringUnderwriting Agreement; provided, however, that the Company shall not be obligated (a) may issue shares of Common Stock, Units, stock options or other equity awards pursuant to qualify the terms of the Company’s 2010 Equity Incentive Plan as a foreign corporation such plan is in any jurisdiction effect on the date hereof and may issue shares of Common Stock pursuant to the exercise, conversion or exchange of such stock options or other equity awards, (b) may issue shares of Common Stock or Units to officers and employees of the Company in which it is not so qualified exchange for previously issued profits interests under the profits interest incentive program as set forth in the Disclosure Package and the Prospectus, (c) may issue shares of Common Stock or to file a consent to service cash in exchange for outstanding Units tendered for redemption and (d) may issue shares of process Common Stock, Units or to file annual reports or to comply with any other requirements securities in consideration of the purchase price in connection with the acquisition of real property or entities that own real property, provided that (i) the aggregate amount of shares of Common Stock issued for all such qualification deemed acquisitions on a fully diluted basis does not exceed 5% of the number of shares of Common Stock that could be outstanding on the Closing Date on a fully diluted basis or (ii) such consideration will be paid by the Company to be unduly burdensomeor the Operating Partnership following the expiration of the 30-day restricted period.
(f2) The Company will endeavor, by During the Closing Date, to obtain authorization for listing distribution of the Securities on by the New York Stock ExchangeUnderwriters, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The neither the Company nor the Operating Partnership will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(3) The Company and the Operating Partnership, jointly and severally, agree to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), any preliminary prospectus, the Prospectus, each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of any preliminary prospectus, the Prospectus, each Issuer Free Writing Prospectus, and all amendments or supplements to any of them as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities; (iv) the printing (or reproduction) and delivery of this Agreement and any blue sky memorandum prepared in connection with the offering of the Securities in an aggregate amount not to exceed $10,000; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the NYSE; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states or in foreign jurisdictions as requested by the Underwriters and agreed to by the Company (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable and documented fees and expenses of counsel relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Stockholders; and (x) all other costs and expenses incident to the performance by the Company and the Selling Stockholders of their obligations hereunder. It being agreed and understood that this Section 6(b)(3) shall not supersede any agreements or other arrangements between the Company and the Operating Partnership on the one hand and the Selling Stockholders on the other hand relating to the payment of the fees and expenses addressed in this Section 6(b)(3).
(c) Each Selling Stockholder agrees with the several Underwriters that:
(1) Such Selling Stockholder will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction that is designed to, or could reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Selling Stockholder or any affiliate of the Selling Stockholder or any person in privity with the Selling Stockholder or any affiliate of the Selling Stockholder) directly or indirectly, or file (or participate in the filing of) of a registration statement (other than a filing relating to a registration statement that was first declared effective by the Commission prior to the date hereof) with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock or Units or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock or Units, or publicly announce an intention to effect any such transaction, for a period of 30 days after the date of the Underwriting Agreement; provided, however, that notwithstanding the foregoing, restrictions of this Section 6(c)(1) shall not prohibit such Selling Stockholder from (a) tendering Units for redemption and receiving cash or shares of Common Stock in exchange therefor (provided that any shares issued upon such exchange shall be subject to the provisions of this Section 6(c)(1)), (b) any transfers that do not involve a disposition for value or do not require a filing of any form under Section 16 under the Exchange Act (other than a Form 5 when or if required) or (c) transfers or dispositions (i) as bona fide gifts or gifts, (ii) to limited partners, members or securityholders of the Selling Stockholder or (iii) to the Selling Stockholders’ affiliates or to any investment fund or other entity controlled (directly or indirectly) or managed by the Selling Stockholder (provided that, in the case of this subsection (c), any such transferee agrees in writing to the same restrictions applicable to the Selling Stockholders in this Section 6(c)(1)).
(2) During the distribution of the Securities by the Underwriters, such Selling S
Appears in 2 contracts
Sources: Underwriting Agreement (CoreSite Realty Corp), Underwriting Agreement (CoreSite Realty Corp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your prompt review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence reasonably satisfactory to the Representative Repre sentatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings earning statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or any Agreement Among Underwriters, this Agreement, the Indenture, the Blue Sky Memorandum and any other production of all documents relating to in connection with the offering, purchase, sale and delivery of the Securities.
(e) The Company will use its best efforts, if necessary, to qualify arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate reasonably designate, and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof)Securities, and the Company will pay any fee of the National Association of Securities Dealers, Inc., provided that in connection with its review of the offering; providedtherewith, however, that the Company shall not be obligated required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process or to file annual reports or to comply with in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction.
(f) The Until the business date set forth on Schedule I hereto, the Company will endeavornot, by without the Closing Date, to obtain authorization for listing consent of the Securities on the New York Stock ExchangeRepresentatives, subject only offer, sell or contract to official notice of issuancesell, if and as specified in this Agreement.
(g) The Company will not takeor otherwise dispose of, directly or indirectly, or announce the offering of, any action designed to debt securities issued or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of guaranteed by the Company (other than the Securities), which mature more than one year after the date hereof and which are substantively similar to facilitate the sale or resale of the Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Carnival Corp), Underwriting Agreement (Carnival Corp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries (which need not be audited) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the UnderwritersUnderwriters upon request, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to reasonably request, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed but in no event longer than one year from the date hereof), ) and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavor, by During the period beginning from the date hereof and continuing to and including the Closing Date, the Company will not offer, sell, contract to obtain authorization for listing sell or otherwise dispose of any debt securities of the Securities on Company which mature more than one year after the New York Stock ExchangeClosing Date and which are substantially similar to the Securities, subject only to official notice without the prior written consent of issuance, if and as specified in this Agreementthe Representatives.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Mbia Inc), Underwriting Agreement (Mbia Inc)
Agreements. The Company agrees with the several Underwriters Underwriter that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriter of such timely filing. The Company will promptly advise the Representative: Underwriter (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and purpose and
(6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of such event; (2i) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3ii) supply any supplemented Final Prospectus to you the Underwriter in such quantities as you the Underwriter may reasonably request.
(c) As soon as practicablepracticable but in any event not later than 90 days after the close of the period covered thereby, the Company will make generally available to its security holders and to the Representative Underwriter an earnings statement or statements of the Company and its subsidiaries Trust which will satisfy the provisions of Section 11(a) of the Act and and, including, at the option of the Company, Rule 158 under the Act.
(d) The Company will furnish to the Representative Underwriter and counsel for the UnderwritersUnderwriter, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an the Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, efforts to qualify arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Underwriter may designate and designate, will use its best efforts to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomeSecurities.
(f) The Company will endeavorNot, without the Underwriter's prior written consent, to publicly offer or sell or contract to sell debt securities issued or guaranteed by the Closing Date, to obtain authorization Company (other than the Securities) representing interests in or secured by other auto loan-related assets originated or owned by the Company for listing a period of 5 business days following the commencement of the offering of the Securities on to the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreementpublic.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Advanta Automobile Receivables 1998-1), Underwriting Agreement (Advanta Automobile Receivables Trust 1997-2)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, (i) any preferred securities issued or guaranteed by the Company or (ii) shares of any class of capital stock of the Company (other than the Securities) which is preferred as to the payment of dividends, or as to the distribution of assets upon any liquidation or dissolution of the Company, over shares of any other class of capital stock of the Company or publicly announce an intention to effect any such transaction for a period commencing on the date hereof and ending on the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Southern California Edison Co), Underwriting Agreement (Southern California Edison Co)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the SecuritiesSenior Notes, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the SecuritiesSenior Notes, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Senior Notes for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities Senior Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; , and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the Securities qualification of the Senior Notes for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Senior Notes; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Senior Notes, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Until the Business Day set forth on Schedule I hereto, the Company will endeavornot, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Stock ExchangeCompany or any affiliate of the Company) directly or indirectly, subject only to official notice of issuanceor announce the offering of, if and as specified in this Agreementany debt securities issued or guaranteed by the Company (other than the Senior Notes, commercial paper or other short-term debt).
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SecuritiesSenior Notes.
(h) The Company will issue and deliver the Collateral Bonds to the Senior Trustee as security for the Senior Notes in the manner described in the Final Prospectus.
Appears in 2 contracts
Sources: Underwriting Agreement (Wisconsin Public Service Corp), Underwriting Agreement (Wisconsin Public Service Corp)
Agreements. The Company agrees and the Guarantor jointly and severally agree with the several Underwriters that:
(a) The Company and the Guarantor will use its their best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company and the Guarantor will not file any amendment of to the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has and the Guarantor have furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company and the Guarantor will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed; will prepare a final term sheet, containing solely a description of the Securities in a form approved by you and will file such term sheet pursuant to Rule 433(d) within the time period prescribed; will promptly file all other material required to be filed by the Company and the Guarantor with the Registrar of Companies in Bermuda, Commission pursuant to Rule 433(d) and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company and the Guarantor will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (iii) or when any Rule 462(b) Registration Statement Issuer Free Writing Prospectus shall have been filed field with the Commission; , (3iv) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4v) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5vi) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vii) of the receipt by the Company or the Guarantor of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company and the Guarantor will use its reasonable their best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company and the Guarantor promptly will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company Guarantor will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company Guarantor and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company and the Guarantor will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus, the Final Prospectus and the Final each Issuer Free Writing Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company and the Guarantor will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company and the Guarantor will use its their best efforts, if necessary, efforts to qualify arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from and will arrange for the date hereof), and the Company will pay any fee determination of the National Association of Securities Dealers, Inc., in connection with its review legality of the offeringSecurities for purchase by institutional investors; provided, however, that neither the Company nor the Guarantor shall not be obligated required to qualify as a foreign corporation to do business in any jurisdiction in which where it is not so now qualified or to file a consent take any action which would subject it to general or unlimited service of process or to file annual reports or to comply with in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where they are not now subject.
(f) The Company will endeavor, by Until the business day following the Closing Date, to obtain authorization for listing the Company and the Guarantor will not, without the consent of the Securities on Representatives, offer, sell or contract to sell, or announce the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectlyoffering of, any action designed to debt securities covered by the Registration Statement or that would constitute or that might reasonably be expected to cause or result in, any other registration statement filed under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SecuritiesAct.
Appears in 2 contracts
Sources: Underwriting Agreement (PNC Financial Services Group Inc), Underwriting Agreement (PNC Financial Services Group Inc)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; PROVIDED that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, and the Company will cause its officers, directors and shareholders not to, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice effect any such transaction, for a period of issuance180 days after the date of this Underwriting Agreement, if PROVIDED, HOWEVER, that the Company may issue and as specified sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in this Agreementeffect at the Execution Time and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(i) The Company will pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program.
(j) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time. Furthermore, the Company covenants with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
Appears in 2 contracts
Sources: Underwriting Agreement (Tripath Technology Inc), Underwriting Agreement (Tripath Technology Inc)
Agreements. The Company agrees with the several Underwriters that:: -----------
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction for a period commencing on the date hereof and ending on the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Southern California Edison Co), Underwriting Agreement (Southern California Edison Co)
Agreements. The Company agrees and the Guarantor jointly and severally agree with the several Underwriters that:
(a) The Company and the Guarantor will use its their best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company and the Guarantor will not file any amendment of to the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has and the Guarantor have furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company and the Guarantor will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed; will prepare a final term sheet, containing solely a description of the Securities in a form approved by you and will file such term sheet pursuant to Rule 433(d) within the time period prescribed; will promptly file all other material required to be filed by the Company and the Guarantor with the Registrar of Companies in Bermuda, Commission pursuant to Rule 433(d) and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company and the Guarantor will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (iii) or when any Rule 462(b) Registration Statement Issuer Free Writing Prospectus shall have been filed with the Commission; , (3iv) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4v) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5vi) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vii) of the receipt by the Company or the Guarantor of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company and the Guarantor will use its reasonable their best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company and the Guarantor promptly will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company Guarantor will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company Guarantor and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company and the Guarantor will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus, the Final Prospectus and the Final each Issuer Free Writing Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company and the Guarantor will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company and the Guarantor will use its their best efforts, if necessary, efforts to qualify arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from and will arrange for the date hereof), and the Company will pay any fee determination of the National Association of Securities Dealers, Inc., in connection with its review legality of the offeringSecurities for purchase by institutional investors; provided, however, that neither the Company nor the Guarantor shall not be obligated required to qualify as a foreign corporation to do business in any jurisdiction in which where it is not so now qualified or to file a consent take any action which would subject it to general or unlimited service of process or to file annual reports or to comply with in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where they are not now subject.
(f) The Company will endeavor, by Until the business day following the Closing Date, to obtain authorization for listing the Company and the Guarantor will not, without the consent of the Securities on Representatives, offer, sell or contract to sell, or announce the New York Stock Exchangeoffering of, subject only to official notice of issuance, if and as specified in this Agreementany debt securities covered by the Registration Statement or any other registration statement filed under the Act.
(g) The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will not takepay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, directly including: (i) the fees, disbursements and expenses of their counsel and the accountants in connection with the issuance and sale of the Securities and all other fees or indirectlyexpenses in connection with the preparation of the Preliminary Final Prospectus, the Pricing Disclosure Package, the Final Prospectus, any action designed Issuer Free Writing Prospectuses prepared by or on behalf of, used by, or referred to or that would constitute or that might reasonably be expected by them and any amendments and supplements to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation any of the price foregoing, including all printing costs associated therewith, and the delivering of any security copies thereof to the Underwriters, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Company Securities to facilitate the sale Underwriters, including any transfer or resale other taxes payable thereon, (iii) any fees charged by rating agencies for the rating of the Securities, (iv) the fees and expenses, if any, incurred in connection with the admission of the Securities in any appropriate market system, (v) the costs and charges of the Trustee, (vi) the cost of the preparation, issuance and delivery of the Securities and (vii) all other costs and expenses incident to the performance of their obligations hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section and Section 7, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, and transfer taxes payable on resale of any of the Securities by them.
Appears in 2 contracts
Sources: Underwriting Agreement (PNC Financial Services Group Inc), Underwriting Agreement (PNC Financial Services Group Inc)
Agreements. The Company agrees Companies agree with the several Underwriters you that:
: (a) The Company Companies will each use its their reasonable best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effectiveeffective and the Pass Through Trust Agreement to be qualified under the Trust Indenture Act. Prior to the termination of the offering of the Securities, the Company The Companies will not file any amendment of to the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has Companies have furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if filing of the Company Prospectus is required under Rule 424(b), the Companies will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative you of such timely filing. The Company Companies will promptly advise the Representative: you (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the SecuritiesPass Through Certificates, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose (and (6) each of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company Companies agree that it will each use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
), (bvi) If, at of the receipt by the Companies of any time notification with respect to the suspension of the qualification of the Pass Through Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vii) during the period when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.Pass Through Certificates is
Appears in 2 contracts
Sources: Underwriting Agreement (Union Tank Car Co), Underwriting Agreement (Union Tank Car Co)
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is is\ required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicableThrough the timely filing of periodic reports under the Exchange Act, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as to do business in any jurisdiction where it is not now so qualified or to execute a foreign corporation general consent to service of process in any jurisdiction in which it is such a consent has not so qualified been previously filed or to file a consent subject itself to service taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomethis paragraph.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and Deutsche Bank Securities Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person with whom the New York Company or any affiliate of the Company has an agreement with respect to securities of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable or exchangeable for, shares of Common Stock, or publicly announce an intention to official notice effect any such transaction, for a period of issuance, if and as specified in 180 days after the date of this Agreement, provided, however, -------- ------- that (1) the Company may issue, sell and register Common Stock pursuant to any employee stock option plan, stock ownership plan or dividendreinvestment plan of the Company in effect at the Execution Time, (2) the Company may issue Common Stock issuable upon the conversion of securities or theexercise of warrants outstanding at the Execution Time, and (3) the Company may issue Common Stock in connection with any merger, consolidation or stock or asset acquisition, so long as the recipients of the Common Stock in such transaction agree to be bound by the same lock-up restrictions as the Company.
(g) The Company will not take, directly or indirectly, any action that constitutes or that is designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time.
(i) The Company will pay all reasonable fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program (including the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Directed Share Program materials) and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company covenants with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
(ii) The Selling Securityholder agrees with the several Underwriters that:
(a) The Selling Securityholder will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. and Deutsche Bank Securities Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Selling Securityholder or any affiliate of the Selling Securityholder or any person with whom the Selling Securityholder or any affiliate of the Selling Securityholder has an agreement with respect to securities of the Company), directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company (other than the Securities) or any securities convertible into, or exercisable or exchangeable for, such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than any shares of Common Stock disposed of as bona fide gifts approved by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., any shares of Common Stock pledged to Crown's creditors or sold upon foreclosure by Crown's creditors or in connection with an acquisition of a majority of the voting power of Constar by a third party not affiliated with Crown or Constar.
(b) The Selling Securityholder will not take, directly or indirectly, any action that constitutes or that is designed to or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) The Selling Securityholder will advise the Representatives promptly, and if requested by the Representatives, will confirm such advice in writing, (1) until the Closing Date, of any material change in the Company's condition (financial or otherwise), earnings, business or properties or any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of the Selling Securityholder and (2) so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of any change in information in the Registration Statement or the Prospectus relating to the Selling Securityholder.
(d) The Selling Securityholder agrees to pay the costs and expenses relating to the following matters: (1) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (2) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (3) the delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the sale of the Securities; (4) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (5) the registration of the Securities under the Exchange Act; (6) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (7) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (8) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (9) the fees and expenses of the Company's and the Selling Securityholder's accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Securityholder; and (10) all other costs and expenses incident to the performance by the Company and the Selling Securityholder of their obligations hereunder.
(iii) Each Underwriter severally represents and agrees that:
(a) it has not offered or sold and, prior to the expiry of six months from the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(b) it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company;
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and
(d) the offer in The Netherlands of the Securities is exclusively limited to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises).
Appears in 2 contracts
Sources: Underwriting Agreement (Constar International Inc), Underwriting Agreement (Crown Cork & Seal Co Inc)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with 5 5 the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof)Securities, and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Until the Business Day set forth on Schedule I hereto, the Company will endeavornot, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Stock ExchangeCompany directly or indirectly, subject only to official notice of issuanceor announce the offering of, if and as specified in this Agreementany debt securities issued or guaranteed by the Company (other than the Securities).
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) Each Subsidiary of the Company that is a national banking association holds a valid Certificate of Authority from the Comptroller of the Currency of the United States of America (the "Comptroller") to do business as a national banking association under the laws of the United States and is not in arrears with respect to reports required to be filed with the Comptroller; and each other bank Subsidiary of the Company has been duly organized and is validly existing as a bank in good standing under the laws of its jurisdiction of organization and is not in arrears with respect to reports required to be filed with applicable state and Federal bank regulators.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇ ▇▇▇., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, within 30 days after the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus Pros pectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject or take any action which would subject the Company to taxation in any jurisdiction where it is not already subject to taxation.
(not f) The Company will not, without the prior written consent of Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇ ▇▇▇., offer, sell, contract to exceed one year from sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or Class B common stock (together, with the Common Stock, the "Capital Stock") or any securities convertible into Capital Stock, or exercisable, or exchangeable for, shares of Capital Stock; or publicly announce an intention to effect any such transaction, for a period of 270 days after the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offeringthis Agreement; provided, however, that the Company shall not be obligated may grant options to qualify as a foreign corporation purchase Common Stock or issue and sell Common Stock, in each case pursuant to any jurisdiction in which it is not so qualified employee or to file a consent to service director incentive plan, stock option plan, stock ownership plan, stock purchase plan or dividend reinvestment plan of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The in effect at the Execution Time, the Company will endeavor, by may issue Common Stock issuable upon the Closing Date, to obtain authorization for listing conversion of securities or the exercise of options outstanding at the Execution Time and the Company may issue Common Stock issuable upon the conversion of Class B common stock in accordance with the Certificate of Incorporation of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementCompany.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Stockholders; and (x) all other costs and expenses incident to the performance by the Company and the Selling Stockholders of their obligations hereunder; provided, however, that the Selling Stockholders agree to pay their proportionate share of the underwriting discount or commission, any stamp or transfer taxes applicable to their Securities and the fees and expenses of counsel (other than counsel retained on behalf of the Selling Shareholders by the Company at its expense, as provided in (ix) above), accountants and tax advisors retained by such Selling Stockholders.
(i) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇ ▇▇▇. will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time.
(j) The Company will pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company covenants with Salo▇▇▇ ▇▇▇▇▇ ▇▇▇ney Inc. that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
(ii) Each Selling Stockholder agrees with the several Underwriters that:
(a) Such Selling Stockholder will not take any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(b) Such Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of (i) any change in information in the Registration Statement or the Prospectus relating to such Selling Stockholder or (ii) any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of such Selling Stockholder.
(c) Such Selling Stockholder will comply with the agreement contained in Section 5(i)(h).
(d) Such Selling Stockholder shall, at the Execution Time, deliver to the Representatives a letter substantially in the form of Exhibit A hereto addressed to the Representatives.
Appears in 1 contract
Sources: Underwriting Agreement (Hydril Co)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the SecuritiesShares, the Company will not file any amendment of the Registration Statement or supplement to the Basic Prospectus (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished to you a copy for your prompt review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence reasonably satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the SecuritiesShares, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Shares for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities Shares is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings earning statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and, prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, copies of the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or any Agreement Among Underwriters, this Agreement, the Blue Sky Memorandum and any other production of all documents relating to in connection with the offering, purchase, sale and delivery of the Shares. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.
(e) The Company will use its best effortsUntil the date set forth on Schedule I hereto, if necessary, to qualify the Securities except for sale under the laws securities issuable upon conversion of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution (i) shares of the Securities Company's Class B Common Stock (not to exceed one year from the date hereof"Class B Common Stock"), and (ii) the Company's 41/2% Convertible Subordinated Notes due July 1, 1997 or (iii) the issuance of shares or options pursuant to employee benefit plans, the Company will pay any fee not, without the prior written consent of the National Association of Securities Dealers▇▇▇▇▇▇▇, Inc.▇▇▇▇▇ & Co., in connection with its review of the offering; providedoffer, howeversell or contract to sell, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not takeotherwise dispose of, directly or indirectly, or announce the offering of, any action designed to shares of Stock or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company substantially similar thereto, or any other security convertible into or exchangeable for, or that represents the right to facilitate the sale receive, shares of Stock or resale of the Securitiesany security substantially similar thereto.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters you that:
(a) The Company will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company relating to the offering of the Notes and the Company will not use its best efforts or refer to cause any proposed free writing prospectus to which you reasonably object.
(b) The Company will not take any action that would result in you or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by you or on your behalf that you otherwise would not have been required to file thereunder.
(c) If the Time of Sale Prospectus is being used to solicit offers to buy Notes at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of your counsel, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish, at the Company's own expense, to you and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, if not effective at or so that the Execution TimeTime of Sale Prospectus, and any amendment thereofas amended or supplemented, to become effective. will comply with applicable law.
(d) Prior to the termination of the offering of the SecuritiesNotes pursuant to this Agreement or pursuant to any Notes Terms Agreement, the Company will not file any Time of Sale Prospectus or prospectus supplement (including any product supplement or pricing supplement) relating to the Notes or any amendment of to the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) relating to the Basic Prospectus or any Rule 462(b) Registration Statement Notes unless the Company has previously furnished to you a copy thereof for your review prior to filing and will not file any such proposed supplement or amendment or supplement to which you reasonably object; provided, however, that the foregoing requirement shall not apply to any of the Company's periodic filings with the Commission required to be filed pursuant to Section 13(a), 13(c), 13(f), 14 or 15(d) of the Exchange Act, copies of which filings the Company will cause to be delivered to you promptly after being transmitted for filing with the Commission. Subject to the foregoing sentence, the Company will promptly cause each supplement to the Final Prospectus, properly completed, and Basic Prospectus (including any product supplement thereto or pricing supplement) to be filed with or transmitted for filing to the Commission pursuant to the applicable paragraph of in accordance with Rule 424(b) within under the time period prescribed, and with the Registrar of Companies in Bermuda, and will provide evidence satisfactory to the Representative of such timely filingSecurities Act. The Company will promptly advise you (i) of the Representative: (1) when filing of any amendment or supplement to the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Basic Prospectus, and any supplement thereto, shall have been filed (if requiredii) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; (3) when, prior to termination of the offering filing and effectiveness of the Securities, any amendment to the Registration Statement shall have been filed or become effective; Statement, (4iii) of any request by the Commission or its staff for any amendment of to the Registration Statement, Statement or any Rule 462(b) Registration Statement, amendment or for any supplement to the Final Basic Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Notes for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or notice of suspension of qualification and, if issued, to obtain as soon as possible the withdrawal thereof. If the Basic Prospectus is amended or supplemented as a result of the filing under the Exchange Act of any document incorporated by reference in the Prospectus, you shall not be obligated to solicit offers to purchase Notes so long as you are not reasonably satisfied with such document.
(be) If, at any time when a prospectus the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) relating to the Securities Notes is required to be delivered under the Securities Act, any event occurs or condition exists as a result of which the Final Prospectus Prospectus, as then supplemented amended or supplemented, would include any an untrue statement of a material fact fact, or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under which they were made the Securities Act), as then amended or supplemented, is delivered to a purchaser, not misleading, or if if, in your opinion or in the opinion of the Company, it shall be is necessary at any time to amend or supplement the Prospectus, as then amended or supplemented, to comply with applicable law, the Company will immediately notify you by telephone (with confirmation in writing) to suspend solicitation of offers to purchase Notes and, if so notified by the Company, you shall forthwith suspend such solicitation and cease using the Prospectus, as then amended or supplemented. If the Company shall decide to amend or supplement the Registration Statement or supplement the Final Prospectus Prospectus, as then amended or supplemented, it shall so advise you promptly by telephone (with confirmation in writing) and, at its expense, shall prepare and cause to comply be filed promptly with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, Commission an amendment or supplement which to the Registration Statement or Prospectus, as then amended or supplemented, that will correct such statement or omission or effect such compliance; compliance and (3) will supply any such amended or supplemented Final Prospectus to you in such quantities as you may reasonably request. If any documents, certificates, opinions and letters furnished to you pursuant to Section 3(i) below and Sections 5(a), 5(b) and 5(c) in connection with the preparation and filing of such amendment or supplement are satisfactory in all respects to you, upon the filing with the Commission of such amendment or supplement to the Prospectus or upon the effectiveness of an amendment to the Registration Statement, you will resume the solicitation of offers to purchase Notes hereunder. Notwithstanding any other provision of this Section 3(e), until the distribution of any Notes you may own as principal has been completed, if any event described above in this Section 3(e) occurs, the Company will, at its own expense, forthwith prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or Prospectus, as then amended or supplemented, satisfactory in all respects to you, will supply such amended or supplemented Prospectus to you in such quantities as you may reasonably request and shall furnish to you pursuant to Section 3(i) below and Sections 5(a), 5(b) and 5(c) such documents, certificates, opinions and letters as you may request in connection with the preparation and filing of such amendment or supplement.
(cf) As soon as practicable, the The Company will make generally available to its security holders and to the Representative an earnings statement or you as soon as practicable earning statements of the Company and its subsidiaries which will that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering a period of at least twelve months beginning, in each case, not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in Rule 158 under the Securities Act) of the Registration Statement with respect to each sale of Notes.
(dg) The Company will furnish to the Representative and counsel for the Underwritersin New York City, without charge, signed copies of the Registration Statement (including exhibits theretoi) and to each other Underwriter Agent, a signed copy of the Registration Statement Statement, including exhibits and all amendments thereto, and as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request and (without exhibits theretoii) and, so long as delivery of to each Agent that purchases Notes pursuant to a prospectus by Notes Terms Agreement or solicits an Underwriter or dealer may be required offer to purchase Notes that is accepted by the ActCompany, prior to 10:00 a.m. New York City time on the business day next succeeding the date of such Notes Terms Agreement or the acceptance of such offer, as many copies of each Preliminary Final the Prospectus, as then amended or supplemented (including the Time of Sale Prospectus and the Final Prospectus and any supplement thereto Supplement relating to the Notes to be purchased pursuant to such Notes Terms Agreement or accepted offer), as the Representative such Agent may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(eh) The Company will use its best efforts, if necessary, endeavor to qualify the Securities Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.
(i) During the Representative term of this Agreement, the Company shall furnish to you such relevant documents and certificates of officers of the Company relating to the business, operations and affairs of the Company, the Registration Statement, the Basic Prospectus, any amendments or supplements thereto, any Time of Sale Prospectus, the Indenture, the Notes, this Agreement, the Administrative Procedures, any Notes Terms Agreement and the performance by the Company of its obligations hereunder or thereunder as you may designate and from time to maintain such qualifications time reasonably request.
(j) The Company shall notify you promptly in effect so long as required writing of any downgrading, or of its receipt of any notice of any intended or potential downgrading or of any review for possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or in the rating outlook for the distribution Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.
(k) Whether or not to exceed one year from the date hereof)any sale of Notes is consummated or this Agreement or any Notes Terms Agreement is terminated, and the Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement and any fee Notes Terms Agreement including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants, of the Trustee and its counsel, in connection with the registration and delivery of the Notes under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Prospectus, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Notes (within the time required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to you and the dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Notes to you, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Notes under state securities laws and all expenses in connection with the qualification of the Notes for offer and sale under state securities laws as provided in Section 3(h) hereof, including filing fees and the reasonable fees and disbursements of your counsel in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of your counsel incurred in connection with the review and qualification of the offering of the Notes by the National Association of Securities Dealers, Inc., (v) any fees charged by the rating agencies for the rating of the Notes, (vi) all fees and expenses in connection with its review the preparation and filing of any registration statement on Form 8-A relating to any Notes and all costs and expenses incident to listing the Notes on any national securities exchanges and foreign stock exchanges, (vii) the cost of the offering; providedpreparation, issuance and delivery of the Notes, (viii) the costs and charges of any trustee, transfer agent, registrar or depositary, (ix) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Notes, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (x) the document production charges and expenses associated with printing this Agreement, the Indenture and any Notes Terms Agreement, (xi) the fees and disbursements of your counsel incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder, (xii) any out of pocket expenses incurred by you (provided that any advertising expenses incurred by you shall have been approved by the Company) and (xiii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section and Section 6 entitled "Indemnification and Contribution," you will pay all of your costs and expenses, including fees and disbursements of your counsel, transfer taxes payable on resale of any of the Notes by you and any advertising expenses connected with any offers you may make.
(l) If the third anniversary of the initial effective date of the Registration Statement occurs during an offering of Notes before all of the Notes then being offered have been sold by you, prior to the third anniversary the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to will file a consent to service of process or to file annual reports or to comply with new shelf registration statement and take any other requirements action necessary to permit the public offering of the Notes to continue without interruption; references herein to the Registration Statement shall include the new registration statement declared effective by the Commission.
(m) During the period beginning on the date of any Notes Terms Agreement and continuing to and including the Settlement Date with respect to such Notes Terms Agreement, the Company will not, without your prior consent, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to the Notes set forth in connection with such qualification deemed Notes Terms Agreement (other than (A) the Notes that are to be sold pursuant to such Notes Terms Agreement, (B) Notes previously agreed to be sold by the Company to and (C) commercial paper issued in the ordinary course of business), except as may otherwise be unduly burdensome.
(f) The Company will endeavor, by provided in the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this applicable Notes Terms Agreement.
(gn) The Unless otherwise notified by you, the Company will not takeprepare a final term sheet (a "Term Sheet") relating to each offering of the Notes, directly containing only information that describes the final terms of the Notes or indirectlythe offering, any action designed in a form consented to or that would constitute or that might reasonably be expected to cause or result inby you, and will file such Term Sheet within the period required by Rule 433(d)(5)(ii) under the Exchange Securities Act or otherwise, stabilization or manipulation following the date the final terms have been established for the offering of the price of any security of the Company to facilitate the sale or resale of the SecuritiesNotes.
Appears in 1 contract
Sources: Distribution Agreement (Morgan Stanley Capital Trust VIII)
Agreements. The Company agrees with the several Underwriters Underwriter that:
(ai) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriter of such timely filing. The Company will promptly advise the Representative: Underwriter (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(bii) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Underwriter of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(ciii) As soon as practicable, the Company will make generally available to its security holders and to the Representative Underwriter an earnings statement or statements of the Company and its subsidiaries Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(dA) The Company will furnish to the Representative Underwriter and counsel for the UnderwritersUnderwriter, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an the Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(eB) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Underwriter may designate and to reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(v) The Company will not, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, until the Business Day set forth on Schedule I hereto, provided, however, that (i) the Company shall not be obligated may issue and sell shares of Common Stock pursuant to qualify as a foreign corporation in any jurisdiction in which it is not so qualified employee stock option plan, stock ownership plan or to file a consent to service dividend reinvestment plan of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company in effect at the Execution Time, (ii) the Company may issue shares of Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time, and (iii) the Company may take any actions it deems necessary to be unduly burdensomefulfill its obligations under the Registration Rights Agreements.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(gvi) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(vii) The Company agrees to pay the following costs and expenses and all other costs and expenses incident to the performance by the Company of its obligations hereunder: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Final Prospectus, each Final Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Final Prospectus, each Final Prospectus, and all amendments or supplements to any of them, as may, in each case, be requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriter relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriter relating to such filings); (viii) the expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations under this Agreement.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters Underwriter that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form reasonably approved by the Underwriter with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriter of such timely filing. The Company will promptly advise the Representative: Underwriter (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or overt threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Underwriter of any such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Underwriter an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Underwriter and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without including exhibits thereto) and, so long as delivery of a prospectus by an the Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Underwriter may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process or to file annual reports or to comply with in suits generally in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of the Underwriting Agreement, provided, however, that the Company may (i) issue and sell Common Stock or securities exercisable for or convertible into Common Stock pursuant to any stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and disclosed in the Final Prospectus, (ii) issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time and disclosed in the Final Prospectus, (iii) file registration statements on Form S-8 and (iv) directly place up to an aggregate of 2,500,000 shares of or securities exercisable for or convertible into shares of Common Stock with one or more counterparties in connection with the New York consummation a strategic partnership, joint venture, collaboration or the acquisition or license of any business products or technology, provided that any such counterparty agrees in writing that until 90 days after the date of the Underwriting Agreement, it will not, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) of such shares or securities exercisable for or convertible into shares of Common Stock Exchangeor establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, subject only any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice of issuance, if and as specified in this Agreementeffect any such transaction.
(g) The Company will comply in all material respects with all applicable securities and other applicable laws, rules and regulations, including, without limitation, applicable provisions of the Sarbanes Oxley Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply in all material respects with such laws, rules and regulations, including, without limitation, the applicable provisions of the Sarbanes Oxley Act.
(h) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(i) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), the Final Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Final Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriter relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriter relating to such filings); (viii) the transportation and other expenses (other than charter expenses) incurred by or on behalf of Company management in connection with presentations to prospective purchasers of the Securities; (ix) one half of any charter expenses arranged by the Underwriter with the consent of the Company and incurred in connection with presentations to prospective purchasers of the Securities; (x) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (xi) all other costs and expenses incident to the performance by the Company of its obligations hereunder. In connection with presentations to prospective purchasers of the Securities, the Underwriter agrees to pay for (A) any expenses incurred by the Underwriter and (B) one half of any charter expenses arranged by the Underwriter with the consent of the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Senomyx Inc)
Agreements. The Company agrees with the several Underwriters ----------- that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff at any time when a prospectus relating to the Securities is required to be delivered under the Act for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission at any time when a prospectus relating to the Securities is required to be delivered under the Act of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at At any time when a prospectus relating to the Securities is required to be delivered under the Act, if any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of such event; (2i) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3ii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, but not later than the Availability Date, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to . For the Representative and counsel for the Underwriters, without charge, signed copies purpose of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy preceding sentence, "Availability Date" means the 45th day after the end of the Registration Statement (without exhibits thereto) andfourth fiscal quarter following the fiscal quarter that includes the Effective Date, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsexcept that, if necessarysuch fourth fiscal quarter is the last quarter of the Company's fiscal year, to qualify "Availability Date" means the Securities for sale under 90th day after the laws end of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomefourth fiscal quarter.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (International Business Machines Corp)
Agreements. (i) The Company Partnership agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company Partnership will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement relating to the Securities (except any documents required to be filed under the Exchange Act) unless the Company Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company Partnership will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company Partnership will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement relating to the Securities shall have been filed with the Commission; , (32) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (43) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (54) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (65) of the receipt by the Company Partnership of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company Partnership promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company Partnership will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries Partnership which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company Partnership will furnish to the Representative and counsel for the UnderwritersRepresentatives, without charge, signed copies one copy of the Registration Statement (including exhibits theretothereto but excluding documents incorporated by reference) and to each other Underwriter a copy of the Registration Statement (without excluding exhibits theretothereto and documents incorporated by reference) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company Partnership will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company Partnership will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from Securities; provided that in no event shall the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not Partnership be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, in any jurisdiction where it is not now so subject. The Partnership acknowledges that the offer or sale of the Securities in any jurisdiction may subject the Partnership to file annual reports service of process in suits arising out of the offer or to comply with any other requirements sale of the Securities in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction.
(f) The Company Except as disclosed in the Final Prospectus, the Partnership will endeavornot, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, grant any options or warrants to purchase Common Units or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Partnership or any affiliate of the Securities on Partnership or any person in privity with the New York Stock ExchangePartnership or any affiliate of the Partnership), subject only directly or indirectly, including through the filing (or participation in the filing) of a registration statement with the Commission in respect of, or the establishment of or increase in a put equivalent position in or liquidation or the decrease in a call equivalent position in, within the meaning of Section 16 of the Exchange Act, any other Common Units or rights that represent the right to official notice receive Common Units or any securities that are senior to or pari passu with Common Units or publicly announce an intention to effect any such transaction, for a period of issuanceninety (90) days from the Execution Time (the “Lock-Up Period”), other than
(i) in connection with the acquisition of assets, businesses or the capital stock or other ownership interests of businesses by the Partnership or the Operating Partnerships in exchange for securities of the Partnership that are substantially similar to the Common Units, if and the recipient(s) of such securities agree(s) not to offer, sell, contract to sell, or otherwise dispose of such securities or take any of the other actions restricted by this Section 5(f) during such Lock-Up Period; or
(ii) pursuant to employee benefit plans or unit option plans, or upon the conversion or exchange of convertible or exchangeable securities outstanding as specified in of, the date of this Agreement.
(g) The Company Partnership and the General Partners will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company Partnership to facilitate the sale or resale of the Securities.
(h) The Partnership will apply the net proceeds from the sale of the Underwritten Securities substantially in accordance with the description set forth in the Final Prospectus.
(i) The Partnership, during the period of time referred to in paragraph (d) above, will file all reports and documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, Statement if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the 1933 Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.. If applicable, the Final Prospectus and any amendments or supplements thereto furnished to the Underwriters 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.
(c) As soon as practicableDuring the period when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, the Company will make generally available give the Representatives notice of its intention to its security holders and file or prepare any amendment to the Representative an earnings statement or statements of the Company Registration Statement (including any post-effective amendment and its subsidiaries which will satisfy the provisions of Section 11(aany filing under Rule 462(b) of the 1933 Act), or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Final Prospectus, whether pursuant to the 1933 Act, the Exchange Act or otherwise; will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be; and Rule 158 under will not file any such documents to which the ActRepresentatives or counsel for the Underwriters shall reasonably object.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative each Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the 1933 Act.
(f) The Company will use its best effortscooperate with the Representatives and counsel for the Underwriters, if necessary, to qualify in connection with for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(g) The Company will not, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, o▇ ▇▇herwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of this Agreement, provided, however, that the Company shall not be obligated may (i) issue and sell Common Stock pursuant to qualify as a foreign corporation any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in any jurisdiction effect at the Execution Time, (ii) issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time, (iii) issue commercial paper in which it is not so qualified or to the ordinary course of business and (iv) file a consent to service of process or to file annual reports or to comply universal shelf registration statement with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomeCommission.
(fh) The If at any time during such period the Company will endeavor, by ceases to file reports with the Closing Date, Commission pursuant to obtain authorization for listing Section 13 or 15(d) of the Exchange Act, during the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of its Securities a financial report of the Company and its subsidiaries on the New York Stock Exchange, subject only to official notice a consolidated basis (and a similar financial report of issuanceall unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of changes in stockholders' equity as specified in this Agreementof the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated Subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year.
(gi) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Financial Corp)
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company), directly or indirectly, including the New York filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice effect any such transaction, for a period of issuance, if and as specified in 180 days after the date of this Agreement, provided, however, that the Company may issue and sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time. [CARVE-OUT FOR COMMON STOCK AND OPTIONS TO PURCHASE COMMON STOCK SOLD IN CONNECTION WITH ACQUISITIONS OR JOINT VENTURES UNDER CONSIDERATION BY THE UNDERWRITERS].
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Stockholders; and (x) all other costs and expenses incident to the performance by the Company and the Selling Stockholders of their obligations hereunder.
(i) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Prospectus.
(j) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal of the transfer restrictions upon the expiration of such period of time.
(k) The Company will pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company covenants with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
Appears in 1 contract
Sources: Underwriting Agreement (Radio Unica Communications Corp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed Securities, but in no event longer than one year from the effective date hereof), and of the Registration Statement; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, or o▇▇▇▇▇▇▇▇ ▇▇▇▇o▇▇ ▇▇, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice effect any such transaction, for a period of issuanceone-hundred and eighty (180) days after the date of the Underwriting Agreement, if provided, however, that the Company may issue and as specified sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in this Agreementeffect at the Execution Time and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange, Inc.; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company employees in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(i) To furnish or make available, whether in hard copy or electronic form, to stockholders of the Company as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail.
(j) During a period of five years from the effective date of the Registration Statement, to furnish or make available, whether in hard copy or electronic form, to you copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and are consolidated in reports furnished to stockholders of the Company generally or to the Commission).
(k) To use the net proceeds received by the Company from the sale of the Shares pursuant to this Agreement in the manner specified in the Prospectus under the caption "Use of Proceeds."
(l) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act.
(m) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act.
(n) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. Salomon Smith Barney Inc. will notify the Company as to which Particip▇▇▇▇ ▇▇▇▇ ▇▇▇d to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time.
(o) The Company will pay all reasonable fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program (including the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Directed Share Program materials) and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company covenants with Salomon Smith Barney Inc. that the Company will comply with all applic▇▇▇▇ ▇▇▇▇▇▇▇▇e▇ ▇▇▇ other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters you that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the SecuritiesNotes, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy with copies for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause each supplement to the Final Prospectus, properly completed, and any supplement thereto Prospectus to be filed (or transmitted for filing) with the Commission as required pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, and will provide evidence satisfactory to the Representative of such timely filing424. The Company will promptly advise the Representative: you (1i) when each supplement to the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, Prospectus shall have been filed (if requiredor transmitted for filing) with the Commission pursuant to Rule 424(b424, (ii) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; (3) when, prior to termination amendment of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, amendment of or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Notes for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus Registration Statement, as then supplemented amended, or the Prospectus, as then supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify the Representative Agents to suspend solicitation of offers to purchase Notes (and, if so notified by the Company, the Agents shall forthwith suspend such event; solicitation and cease using the Prospectus as then amended or supplemented), (2ii) prepare and file with the Commission, subject to the second first sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance; compliance and (3iii) will supply any such amended or supplemented Final Prospectus to you the Agents in such quantities as you the Agents may reasonably request. If such amendment or supplement is satisfactory in all respects to the Agents, the Agents will, upon the filing of such amendment or supplement with the Commission and upon the effectiveness of an amendment to the Registration Statement if such an amendment is required, resume their obligation to solicit offers to purchase Notes hereunder.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative you an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to Act and, not later than 45 days after the Representative and counsel for the Underwriters, without charge, signed copies end of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of 12-month period beginning at the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies end of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security fiscal quarter of the Company (other than the last fiscal quarter of any fiscal year) during which the effective date of any post-effective amendment to facilitate the sale or resale of the Securities.the
Appears in 1 contract
Sources: Distribution Agreement (International Lease Finance Corp)
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its reasonable best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, or subject it to file annual reports taxes, other than those arising out of the offering or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice effect any such transaction, for a period of issuance90 days after the date of the Underwriting Agreement, if provided, however, that the Company may issue and as specified sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in this Agreementeffect at the Execution Time and may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (1) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (2) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (3) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (4) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (5) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (6) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (7) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (8) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (9) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Stockholders; and (10) all other costs and expenses incident to the performance by the Company and the Selling Stockholders of their obligations hereunder.
(ii) Each Selling Stockholder agrees with the several Underwriters that:
(a) Except for the Securities to be sold by such Selling Stockholder hereunder, such Selling Stockholder will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act or publicly announce an intention to effect any such transaction with respect to any shares of capital stock of the Company defined as "Buyer's Common Shares" by that certain Reorganization Agreement, for a period of (a) 180 days after the date of this Agreement for 50% of Buyer's Common Shares held by each holder of Buyer's Common Shares and (b) for a period of 360 days after the date of this Agreement for 50% of Buyer's Common Shares held by each holder of Buyer's Common Shares.
(b) Such Selling Stockholder will not take any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) Such Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of (1) any material change in the Company's condition (financial or otherwise), prospects, earnings, business or properties, (2) any change in information in the Registration Statement or the Prospectus relating to such Selling Stockholder or (3) any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of such Selling Stockholder.
(d) Such Selling Stockholder will pay all costs and expenses incidental to the performance by such Selling Stockholder of his, her or its obligations hereunder except to the extent Section 5(i)(h) contemplates that such expenses will be paid by the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Jni Corp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative: Representative (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; , (6) of any order by the Commission directed to the adequacy of any document incorporated by reference in the Prospectus or of any challenge made by the Commission as to the adequacy of any such document and (67) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when when, in the opinion of counsel for the Underwriters, a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would would, in the reasonable opinion of the Company or of counsel for the Underwriters, include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or if it shall be necessary necessary, in the reasonable opinion of the Company or of counsel for the Underwriters, to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; , and (3) supply any supplemented Final Prospectus to you the Underwriters in such quantities as you the Representative may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings earning statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may may, in the opinion of counsel for any of the Underwriters, be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The With respect to any delivery of documents occurring no more than nine months after the first date of public offering of the Securities, the Company will pay the expenses of printing or other production of all documents relating to the offering. Should the delivery of prospectuses with respect to any of the Securities be required more than nine months after the first date of public offering of the Securities, the Underwriter or dealer requesting such prospectuses will pay the reasonable expenses of printing or other production of such prospectuses.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, ▇▇ ▇▇h▇▇▇▇▇▇ dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Stock ExchangeCompany or any affiliate of the Company) directly or indirectly, subject only including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any long-term debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to official notice effect any such transaction, for a period of issuance, if and as specified in this 60 days after the date of the Underwriting Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities.
(h) The Company will pay all expenses and taxes (except transfer taxes) in connection with (1) the preparation and filing by it of the Registration Statement and all amendments thereto, (2) the issuance and delivery of the Securities, (3) the qualification of the Securities under blue-sky laws (including expenses of counsel and counsel fees not to exceed $7,500), and (4) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in Section 5(d) hereof, of the Prospectus. The Company shall not, however, be required to pay any amount for any expenses of the Underwriters, except as otherwise provided in Section 7. The Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits.
Appears in 1 contract
Agreements. The Company agrees Issuers agree with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, neither the Company nor any Guarantor will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object, unless, (i) in the judgment of counsel to the Company, such filing is required by applicable law or (ii) is advisable in furtherance of a Commission request. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430B, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company and the Guarantors will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriters with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriters of such timely filing. The Company and the Guarantors will promptly advise the Representative: Underwriters (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3ii) when, prior to termination of the offering of the each series of Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, Statement or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company or a Guarantor of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company and the Guarantors will use its their respective reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to promptly use its reasonable best efforts to obtain the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as possible the withdrawal thereofpracticable.
(b) The Company will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in a form approved by the Underwriters and substantially as attached as Schedule IV hereto and will file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will (i) notify promptly the Underwriters so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.
(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made at such time, not misleading, or if it shall be necessary to amend the Registration Statement Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will promptly: (1i) notify the Representative Underwriters of any such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 55(a), an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance; , (iii) use its reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (3iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(ce) As soon as practicable, the Company will make generally available available, via the Commission’s Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) System, to its security holders and to the Representative Underwriters, an earnings statement or statements of the Company and its subsidiaries (which need not be audited), which will satisfy the provisions of Section 11(a) of the Act and Act, including, at the option of the Company, Rule 158 158, which may be satisfied through the filing with the Commission of reports required under the Exchange Act.
(df) The Company will furnish or otherwise make available upon request to the Representative Underwriters and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and the Final each Issuer Free Writing Prospectus and any supplement thereto as the Representative Underwriters may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offeringoffering (other than internal sales memoranda prepared by any of the Underwriters).
(eg) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of each series of the Securities for sale under the laws of such jurisdictions as the Representative Underwriters may designate and to reasonably designate, will maintain such qualifications in effect so long as reasonably required for the distribution of the such series of Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., FINRA in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not Issuers be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(h) Each of the Company and the Guarantors agree that, unless it has or shall have obtained the prior written consent of the Underwriters, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to file annual reports the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to comply with any other requirements in connection with such qualification deemed be filed by the Company with the Commission or retained by the Company under Rule 433, other than a Free Writing Prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(b) hereto; provided that the prior written consent of the parties hereto shall be unduly burdensomedeemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto. Any such Free Writing Prospectus consented to by the Underwriters or the Company is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as applicable and as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(fi) The Company and the Guarantors will endeavornot, without the prior written consent of the Underwriters, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Stock Exchange, subject only to official notice Company or any affiliate of issuance, if and as specified in this Agreement.
(g) The Company will not takethe Company), directly or indirectly, any action designed to including the filing (or that would constitute participation in the filing) of a registration statement with the Commission in respect of, or that might reasonably be expected to cause establish or result in, under increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act Act, any debt securities issued or otherwiseguaranteed by the Company or the Guarantors (other than the Securities) or publicly announce an intention to effect any such transaction, stabilization until the Business Day set forth on Schedule I hereto.
(j) The Company and the Guarantors will not, at any time at or manipulation after the execution of this Agreement, directly or indirectly, offer or sell any Securities by means of any “prospectus” (within the meaning of the price of Act), or use any security “prospectus” (within the meaning of the Company to facilitate Act) in connection with the offer or sale or resale of the Securities, in each case other than the Final Prospectus.
Appears in 1 contract
Agreements. The Company Each of the Teekay Parties, jointly and severally, agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause Preparation of the Prospectus and Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the SecuritiesUnits, the Company Partnership will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company The Partnership will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company Partnership will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3ii) when, prior to termination of the offering of the SecuritiesUnits, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company Partnership of any notification with respect to the suspension of the qualification of the Securities Units for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereof.
(b) Ifof such stop order or relief from such occurrence or objection, at any time when a prospectus relating including, if necessary, by filing an amendment to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus a new registration statement and using its best efforts to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of have such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such new registration statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities declared effective as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Teekay Offshore Partners L.P.)
Agreements. The Company Each of the Partnership and the General Partner agrees with the several Underwriters that:
(a) The Company Each of the Partnership and the General Partner will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company Partnership will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement (other than (i) a Current Report on Form 8-K containing only this Agreement and (ii) a prospectus supplement containing Rule 430A Information) unless the Company Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object; provided that your consent shall not be unreasonably withheld or delayed. Subject to the foregoing sentence, if the Company Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Partnership will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company Partnership will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus Prospectus, or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company Partnership of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company Each of the Partnership and the General Partner will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company Partnership promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company Partnership will make generally available to its security holders and to the Representative an Representatives a consolidated earnings statement or statements statements, which need not be audited, of the Company Partnership and its subsidiaries Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company Partnership will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company Partnership will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company Partnership and the General Partner will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(f) Each of the Partnership, the General Partner, EPEC, Sabine I and Sabine II will not, ▇▇▇▇▇▇▇ the prior written consent of Salomon Smith Barne▇ ▇▇▇., ▇▇▇▇▇, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership, the General Partner, EPEC, Sabine I, Sabine II or a▇▇ ▇▇ ▇▇▇▇▇ ▇▇bsidiaries or controlled affiliates, or any person in privity (with respect to the Common Units) with the Partnership, the General Partner, EPEC, Sabine I, Sabine II or any ▇▇ ▇▇▇▇r respective affiliates, of), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establishment or increase of a put equivalent position or liquidation or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 90 days after the Execution Time; provided, however, that the Company Partnership may issue and sell Common Units pursuant to any employment agreement or other employment arrangement, employee option plan, ownership plan or dividend reinvestment plan of the Partnership in effect at the Execution Time and the Partnership may issue Common Units issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time; and provided, further, that the foregoing shall not be obligated prohibit (i) the Partnership or EPEC from transferring their Common Units to qualify as Sabine I or Sabine II, or (ii) ▇▇▇▇▇▇ ▇ or Sabine II from ▇▇▇▇▇▇▇▇ any Common Units now or hereafter owned by them, or a foreign corporation parent of such entities from pledging its interest in any jurisdiction in which it is not so qualified or such entities, to file a consent secure certain loans to service of process or to file annual reports or to comply with any other requirements such entities in connection with any financing arrangements to which such qualification deemed entities are parties, as amended or otherwise modified from time to time, or the disposition of any such pledged Common Units, or any interest in such entities, in connection with the exercise by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing lender of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and any remedies as specified in this Agreementa secured party.
(g) The Company None of the Partnership, the General Partner or any of their respective affiliates will not take, directly or indirectly, any action designed to or that which constitutes or which would constitute or that might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company Partnership to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (El Paso Energy Partners Lp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents documents, in paper or electronic form, relating to the offering.
(e) The Company will use its best efforts, in cooperation with the Underwriters, to arrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Salomon Smith Barn▇▇ ▇▇▇., ▇▇▇▇▇, ▇▇l▇, ▇▇▇tract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, until the Business Day set forth on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementSchedule I hereto.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Final Prospectus under the caption "Use of Proceeds." None of such proceeds will be used to fund any portion of the consideration to be paid by the Company in the proposed acquisition of Provident pursuant to the Merger Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Nationwide Financial Services Inc/)
Agreements. The Company agrees Bank covenants and agree with the several Underwriters that:
(a) The Company Bank will use its best efforts to cause the Registration Statement, and any amendment thereto, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination If filing of the offering of the SecuritiesProspectus is required under Rule 424(b), the Company Bank will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission thereto, pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriters of such timely filing. The Company Bank will promptly advise the Representative: Underwriters (1i) when the Registration Statement, and any amendment thereto, if not yet effective at the Execution Time, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Registration Statement or the Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening threat of any proceeding for that purpose; purpose and (6v) of the receipt by the Company Bank of any notification with respect to the suspension of the qualification of the Securities Class A Certificates for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company Bank will not file any amendment of the Registration Statement or supplement to the Prospectus unless a copy has been furnished to the Underwriters, for review by the Underwriters prior to such filing if the Underwriters shall have not yet completed their distribution of the Certificates, and after such filing if the Underwriters shall have completed their distribution of the Certificates. The Bank will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus Prospectus relating to the Securities Certificates is required to be delivered under the Act, any event occurs as a result of which the Final such Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final such Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company Bank promptly will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or a supplement which that will correct such statement or omission or an amendment that will effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, and in no case later than 16 months after the Company Closing Date, the Bank will make generally available to its security holders Certificateholders and to the Representative Underwriters an earnings statement or statements of the Company and its subsidiaries which Trust that will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company Bank will furnish to the Representative Underwriters and counsel for to the Underwriters, without charge, signed conformed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Underwriters may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company Bank will use pay all expenses incidental to the performance of its best effortsobligations under this Agreement, if necessaryincluding, to qualify without limitation, (i) expenses of preparing, printing and reproducing the Securities Registration Statement, the Prospectus, this Agreement, the Pooling and Servicing Agreement, the Loan Agreement, the Depository Agreement and the Class A Certificates, (ii) any fees charged by any rating agency for the rating of the Class A Certificates, (iii) any expenses (including reasonable fees and disbursements of counsel) incurred by the Underwriters in connection with qualification of the Class A Certificates for sale under the laws of such jurisdictions as the Representative Underwriters designate, (iv) reasonable fees and expenses of Cravath, Swaine & ▇▇▇▇▇ in its role as special Federal tax and ERISA counsel for the Bank and the Trust, (v) any expenses incurred by the Underwriters in connection with listing the Class A Certificates on the Luxembourg Stock Exchange, (vi) the cost of delivering the Class A Certificates to the offices of the Underwriters, insured to the satisfaction of the Underwriters, (vii) the fees and expenses of the Trustee and its counsel and (viii) the fees and expenses of the Bank's accountants (it being understood that, except as provided in paragraph (d) and this paragraph (e) and in Sections 7 and 8 hereof, the Underwriters will pay their own expenses, including the expense of preparing, printing and reproducing any agreement among underwriters, the fees and expenses of ▇▇▇▇▇▇▇, Swaine & ▇▇▇▇▇ in its role as counsel to the Underwriters, any transfer taxes on resale of any of the Class A Certificates by them and advertising expenses connected with any offers that the Underwriters may designate and to make).
(f) The Bank will arrange for the qualification of the Class A Certificates for sale under the laws of such jurisdictions as the Underwriters may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from Class A Certificates and will arrange for the date hereof), and the Company will pay any fee determination of the National Association of Securities Dealers, Inc., in connection with its review legality of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed Class A Certificates for purchase by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreementinstitutional investors.
(g) The Company For so long as the Class A Certificates are outstanding, the Bank shall deliver to the Underwriters by first-class mail and as soon as practicable a copy of all reports and notices delivered to the Trustee or the Certificateholders under the Pooling and Servicing Agreement or to the Agent under the Loan Agreement, and any other material relating to the Bank or the Trust that is reasonably available to the Bank and necessary for any Underwriter to deliver a prospectus in connection with market-making activities as required by the rules and regulations of the Commission.
(h) For so long as the Class A Certificates are outstanding, the Bank will not takefurnish to the Underwriters (i) as soon as practicable after the end of each fiscal year, directly all documents required to be distributed to Class A Certificateholders or indirectlyfiled with the Commission and (ii) as soon as practicable after filing, any action designed to other information concerning the Bank filed with any government or that would constitute or that might regulatory authority which is otherwise publicly available, as the Underwriters may reasonably be expected to cause or result in, request. The Bank will register the Certificates under the Exchange Act or otherwise, stabilization or manipulation within 120 days after the end of the price of any security fiscal year of the Company to facilitate Trust during which the sale or resale offering of the SecuritiesCertificates to the public occurred.
(i) To the extent, if any, that any rating provided with respect to the Class A Certificates set forth in Section 6(m) hereof is conditional upon the furnishing of documents reasonably available to the Bank, the Bank shall furnish such documents.
Appears in 1 contract
Sources: Class a Underwriting Agreement (Universal Card Services Corp)
Agreements. The Company agrees with the several Underwriters ----------- that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice effect any such transaction, for a period of issuanceone hundred eighty (180) days after the date of the Underwriting Agreement. The Company agrees further not to waive its rights under or release any holder of Common Stock or options, if warrants or notes exercisable and/or convertible for Common Stock from any contractual lock-up or market stand-off provision between the Company and as specified such holder. Notwithstanding the foregoing, the Company may issue and sell (i) the ▇▇▇▇ ▇▇▇▇▇▇, (▇▇) Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in this Agreement.effect at the Execution Time and (iii) Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time, provided, however, that the Company must obtain from -------- ------- the holders of all shares of Common Stock issued pursuant to the foregoing clauses (i), (ii) and (iii) an executed letter substantially in the form of Exhibit A. ---------
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the Elan Purchase Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities or the Shares; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD") (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(i) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. The Designated Underwriter will notify the Company as to which Participants will need to be so restricted. The Company will direct the transfer agent to place stop transfer restrictions upon such Securities for such period of time.
(j) The Company will pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program (including the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Directed Share Program materials) and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company covenants with the Designated Underwriter that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
Appears in 1 contract
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is is\ required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicableThrough the timely filing of periodic reports under the Exchange Act, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as to do business in any jurisdiction where it is not now so qualified or to execute a foreign corporation general consent to service of process in any jurisdiction in which it is such a consent has not so qualified been previously filed or to file a consent subject itself to service taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomethis paragraph.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and Deutsche Bank Securities Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person with whom the New York Company or any affiliate of the Company has an agreement with respect to securities of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable or exchangeable for, shares of Common Stock, or publicly announce an intention to official notice effect any such transaction, for a period of issuance, if and as specified in 180 days after the date of this Agreement, provided, however, -------- ------- that (1) the Company may issue, sell and register Common Stock pursuant to any employee stock option plan, stock ownership plan or dividendreinvestment plan of the Company in effect at the Execution Time, (2) the Company may issue Common Stock issuable upon the conversion of securities or theexercise of warrants outstanding at the Execution Time, and (3) the Company may issue Common Stock in connection with any merger, consolidation or stock or asset acquisition, so long as the recipients of the Common Stock in such transaction agree to be bound by the same lock-up restrictions as the Company.
(g) The Company will not take, directly or indirectly, any action that constitutes or that is designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time.
(i) The Company will pay all reasonable fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program (including the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Directed Share Program materials) and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company covenants with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
(ii) The Selling Securityholder agrees with the several Underwriters that:
(a) The Selling Securityholder will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. and Deutsche Bank Securities Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Selling Securityholder or any affiliate of the Selling Securityholder or any person with whom the Selling Securityholder or any affiliate of the Selling Securityholder has an agreement with respect to securities of the Company), directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company (other than the Securities) or any securities convertible into, or exercisable or exchangeable for, such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than any shares of Common Stock disposed of as bona fide gifts approved by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. or any shares of Common Stock pledged to Crown's creditors or sold upon foreclosure by Crown's creditors.
(b) The Selling Securityholder will not take, directly or indirectly, any action that constitutes or that is designed to or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) The Selling Securityholder will advise the Representatives promptly, and if requested by the Representatives, will confirm such advice in writing, (1) until the Closing Date, of any material change in the Company's condition (financial or otherwise), earnings, business or properties or any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of the Selling Securityholder and (2) so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of any change in information in the Registration Statement or the Prospectus relating to the Selling Securityholder.
(d) The Selling Securityholder agrees to pay the costs and expenses relating to the following matters: (1) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (2) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (3) the delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the sale of the Securities; (4) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (5) the registration of the Securities under the Exchange Act; (6) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (7) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (8) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (9) the fees and expenses of the Company's and the Selling Securityholder's accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Securityholder; and (10) all other costs and expenses incident to the performance by the Company and the Selling Securityholder of their obligations hereunder.
(iii) Each Underwriter severally represents and agrees that:
(a) it has not offered or sold and, prior to the expiry of six months from the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(b) it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company;
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and
(d) the offer in The Netherlands of the Securities is exclusively limited to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises).
Appears in 1 contract
Sources: Underwriting Agreement (Constar Inc)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; PROVIDED that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Until the Business Day set forth on Schedule I hereto, the Company will endeavornot, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Stock ExchangeCompany or any affiliate of the Company) directly or indirectly, subject only to official notice or announce the offering of, any debt securities issued or guaranteed by the Company and having a maturity of issuance, if and as specified in this Agreementmore than one year from their date of issuance (other than the Securities).
(g) The Company will not take, directly or indirectly, take any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed or conformed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, or ▇▇▇▇▇▇▇▇e ▇▇▇▇▇se of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction until the Business Day set forth on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementSchedule I hereto.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. (i) The Company agrees with the several Underwriters Underwriter and each of the Selling Stockholders that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriter with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriter of such timely filing. The Company will promptly advise the Representative: Underwriter (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its commercially reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Underwriter so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.
(c) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Registration Statement Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will promptly: (1i) notify the Representative Underwriter of any such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance; , (iii) use its commercially reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (3iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(cd) As soon as practicable, the Company will make generally available to its security holders and to the Representative Underwriter an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act158.
(de) The Company will furnish to the Representative Underwriter and counsel for the UnderwritersUnderwriter, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an the Underwriter or a dealer may be required by the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and the Final each Issuer Free Writing Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(ef) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Underwriter may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(not to exceed one year from g) The Company agrees that, unless it has or shall have obtained the date hereof)prior written consent of the Underwriter, and the Underwriter, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule IV hereto and any electronic road show. Any such free writing prospectus consented to by the Underwriter or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(h) The Company will pay not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any fee transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the National Association of Securities Dealers, Inc., Company or any person in connection privity with its review the Company or any affiliate of the offeringCompany), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of this Agreement, provided, however, that the Company shall not be obligated may (i) grant options to qualify as a foreign corporation purchase shares of Common Stock and issue and sell Common Stock, grant restricted stock and other similar equity awards pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in any jurisdiction in which it is not so qualified effect at the Execution Time; (ii) issue Common Stock issuable upon the conversion or to exchange of convertible or exchangeable securities or the exercise of warrants or options outstanding at the Execution Time; (iii) prepare and file a consent registration statement with the Commission, pursuant to service the exercise of process any registration rights existing on the date hereof, before the expiration of the Restricted Period, but not prior to January 1, 2012; provided however, no offers or to sales of Common Stock shall be permitted under such registration statement until the expiration of the Restricted Period; (iv) file annual reports or to comply with any other requirements registration statement on Form S-8 in connection with such qualification deemed an employees benefits plan in effect at the Execution Time or on Form S-4 in connection with the issuances contemplated by provision (v) of this subsection (h) subject to limits on the number of shares to be offered thereunder to the amount set forth in (v); and (v) issue Common Stock or securities convertible into or exercisable or exchangeable for Common Stock issued by the Company as consideration for or partial consideration for acquisitions of businesses or assets or in connection with the formation of joint ventures, strategic partnerships or other collaborations; provided, that such issuances are limited in the aggregate to an amount equal to 10% of the total shares of Common Stock outstanding immediately after the completion of the offering, subject to adjustments to reflect stock splits, stock dividends, reclassifications, recombinations and other similar adjustments; and provided, that recipients of such securities agree to be unduly burdensome.bound by the terms of the lock-up agreement as set forth in Exhibit A.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(gi) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(j) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq Global Select Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of one firm of counsel for the Underwriter relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (including filing fees and the reasonable fees and expenses of one firm of counsel for the Underwriter relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Stockholders; and (x) all other costs and expenses incident to the performance by the Company and the Selling Stockholders of their obligations hereunder. It is understood, however, that, except as otherwise provided in this Section 5, Section 7 and Section 8 hereof, the Underwriter will pay all of its own costs and expenses, including the fees and disbursements of its counsel, any taxes on resale of any of the Securities by it and any advertising expenses connected with any offers it may make.
(ii) Each Selling Stockholder agrees with the Underwriter and the Company that:
(a) Such Selling Stockholder will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)) directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock of the Company beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by such Selling Stockholder or any other securities so owned that are convertible into or exercisable or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of this Agreement, other than (i) any transaction permitted in the lock-up agreement attached hereto as Exhibit A and subject to the restrictions set forth in such agreement, (ii) the exercise of any registration rights existing on the date hereof (a) to cause the Company to prepare and file a registration statement with the Commission before the expiration of the Restricted Period, but not prior to January 1, 2012 and to include any shares of its Common Stock in such registration statement and (b) to require the Company to include any of its shares of Common Stock in a registration statement being filed by the Company before the expiration of the Restricted Period but not prior to January 1, 2012; provided however, no offers or sales of Common Stock shall be permitted under such registration statement until the expiration of the Restricted Period, (iii) shares of Common Stock transferred as bona fide gifts approved by Citigroup Global Markets Inc. and (iv) shares of Common Stock transferred to general partners and limited partners of such Selling Stockholder; provided that in the case of any transfer pursuant to clauses (iii) or (iv) above, each transferree shall sign and deliver a lock-up letter agreement substantially in the form of Exhibit A hereto; provided that in the case of a transfer pursuant to clause (iv) above, clause (b) in the proviso to clause (iv) of Exhibit A hereto shall not apply to such lock-up agreement.
(b) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that w
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters ---------- that:
(a) The Company will use its reasonable best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderAct, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay ; provided that the expenses printing and delivery cost for any -------- copies of printing or other production of all documents relating to the offeringPreliminary Prospectus and the Prospectus and any supplements thereto requested by the Representatives on any date after the date which is nine months after the Closing Date shall be borne by the Underwriters.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to -------- do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing DateCompany, to obtain authorization for listing directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement, provided, however, that the Company may (i) issue and sell Common Stock pursuant to any employee stock option plan, stock purchase plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time, (ii) issue and sell the Securities on to the New York Stock Exchange, subject only to official notice of issuance, if and as specified Underwriters in connection with the transactions contemplated by this Agreement, (iii) issue shares of Common Stock in connection with the automatic conversion of the Company's shares of Class B Common Stock into shares of Common Stock and (iv) issue shares of Common Stock to WMC Holding Corp. in exchange for shares of Class B Common Stock of the Company held by WMC Holding Corp. in connection with the reorganization of WMC Holding Corp. described in the Prospectus under the caption "Principal Shareholders."
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) subject to the proviso in Section 5(d) hereof, the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(i) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time.
(j) The Company will pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company covenants with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of to the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when 14 15 the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate cooperate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation assist in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company filings required to be unduly burdensome.
(f) The Company will endeavor, by made with the Closing Date, to obtain authorization for listing of NASD and in the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price performance of any security of the Company to facilitate due diligence investigation by any broker/dealer participating in the sale or resale of the Securities.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. Upon your request, the Company will cause the Rule 462(b) Registration Statement, properly completed, to be filed with the Commission pursuant to Rule 462(b) and will provide evidence satisfactory to the Representatives of such filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for of any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of such event; (2i) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3ii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any the fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering.
(f) The Company will not, for a period of one year following the Execution Time, without the prior written consent of ▇.▇. ▇▇▇▇▇▇▇▇▇, Towbin, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or announce the offering of, any other shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock; provided, however, that the Company shall not be obligated may issue and sell Common Stock pursuant to qualify as a foreign corporation in any jurisdiction in which it is not so qualified employee stock option plan, stock ownership plan or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security dividend reinvestment plan of the Company to facilitate in effect at the sale Execution Time and the Company may issue Common Stock issuable upon the conversion of securities or resale the exercise of warrants outstanding at the SecuritiesExecution Time.
Appears in 1 contract
Sources: Underwriting Agreement (Cybershop International Inc)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) compliance and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus Supplement or any Preliminary Final ProspectusProspectus Supplement) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final ProspectusProspectus Supplement, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final ProspectusProspectus Supplement, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) ), or when any Rule 462(b) Registration Statement shall have been filed (if required) with the Commission; , (32) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (43) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus Supplement or for any additional information; , (54) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (65) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereofof such stop order, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) The Company will prepare a final term sheet, substantially in the form of Schedule II hereto (the "Final Term Sheet"), and will file the Final Term Sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented.
(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus Supplement as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement Statement, file a new registration statement or supplement the Final Prospectus Supplement to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus Supplement, the Company promptly will promptly: (1) notify the Representative Representatives of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance; and (3) supply use its best efforts to have any supplemented Final Prospectus amendment to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and or new registration statement declared effective as soon as practicable in order to each other Underwriter a copy avoid any disruption in use of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offeringSupplement; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.and
Appears in 1 contract
Sources: Underwriting Agreement (Southern California Edison Co)
Agreements. The Company agrees with the several ---------- Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; (3Commission,(3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; (4effective,(4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; (5information,(5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), [and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering]; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Until the Business Day set forth on Schedule I hereto, the Company will endeavornot, without the prior written consent of , offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Stock ExchangeCompany or any affiliate of the Company) directly or indirectly, subject only to official notice or announce the offering of issuance, if and as specified in this Agreementany debt securities issued or guaranteed by the Company (other than the Securities).
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (National Service Industries Inc)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.the
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters you that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the SecuritiesNotes, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy with copies for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause each supplement to the Final Prospectus, properly completed, and any supplement thereto Prospectus to be filed (or transmitted for filing) with the Commission as required pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, and will provide evidence satisfactory to the Representative of such timely filing424. The Company will promptly advise the Representative: you (1i) when each supplement to the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, Prospectus shall have been filed (if requiredor transmitted for filing) with the Commission pursuant to Rule 424(b424, (ii) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; (3) when, prior to termination amendment of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, amendment of or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Notes for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus Registration Statement, as then supplemented amended, or the Prospectus, as then supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify the Representative Agents to suspend solicitation of offers to purchase Notes (and, if so notified by the Company, the Agents shall forthwith suspend such event; solicitation and cease using the Prospectus as then amended or supplemented), (2ii) prepare and file with the Commission, subject to the second first sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance; compliance and (3iii) will supply any such amended or supplemented Final Prospectus to you the Agents in such quantities as you the Agents may reasonably request. If such amendment or supplement is satisfactory in all respects to the Agents, the Agents will, upon the filing of such amendment or supplement with the Commission and upon the effectiveness of an amendment to the Registration Statement if such an amendment is required, resume their obligation to solicit offers to purchase Notes hereunder.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative you an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the ActAct and, not later than 45 days after the end of the 12-month period beginning at the end of each fiscal quarter of the Company (other than the last fiscal quarter of any fiscal year) during which the effective date of any post-effective amendment to the Registration Statement occurs, not later than 90 days after the end of the fiscal year beginning at the end of each last fiscal quarter of any fiscal year of the Company during which the effective date of any post-effective amendment to the Registration Statement occurs, and not later than 90 days after the end of each fiscal year of the Company during which any Notes were issued, the Company will make generally available to its security holders an earnings statement covering such 12-month period or such fiscal year, as the case may be, that will satisfy the provisions of such Section 11(a) and Rule 158.
(d) The Company will furnish to the Representative you and counsel for the Underwritersyour counsel, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) amendment thereto which shall become effective and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final any preliminary Prospectus and the Final Prospectus and any supplement amendments thereof and supplements thereto as the Representative you may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify arrange for the Securities qualification of the Notes for sale under the laws of such jurisdictions as the Representative you may designate and to reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from Notes, and, if requested by the date hereof)Agents, and will arrange for the Company will pay any fee determination of the National Association of Securities Dealers, Inc., in connection with its review legality of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed Notes for purchase by the Company to be unduly burdensomeinstitutional investors.
(f) The Company will endeavorshall, whether or not any sale of the Notes is consummated, (i) pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing and delivery of the Registration Statement, any preliminary Prospectus, the Prospectus, all amendments thereof and supplements thereto, the Indenture and all other documents relating to the offering, the cost of preparing, printing, packaging and delivering the Notes, the fees and disbursements, including fees of counsel incurred in connection with the qualification of the Notes for sale and determination of eligibility for investment of the Notes under the securities or Blue Sky laws of each such jurisdiction as you may reasonably designate, the fees and disbursements of the Trustee and the fees of any agency that rates the Notes, and (ii) reimburse the Agents on a monthly basis for all out-of-pocket expenses (including without limitation advertising expenses) incurred by the Closing DateAgents and approved by the Company in advance, to obtain authorization for listing in connection with the offering and the sale of the Securities on Notes, and (iii) be responsible for the New York Stock Exchange, subject only to official notice reasonable fees of issuance, if counsel for the Agents incurred in connection with the offering and as specified in this Agreementsale of the Notes.
(g) The Each acceptance by the Company of an offer to purchase Notes, and each sale of Notes to you pursuant to a Terms Agreement, will be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to you pursuant hereto are true and correct at and as of such date and a representation and warranty to you that neither the Registration Statement nor the Prospectus, as then amended or supplemented, fails to reflect any facts or events which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement or the Prospectus, as then amended or supplemented, and/or includes any untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by you or on your behalf specifically for use in connection with the preparation of the Registration Statement and the Prospectus or any amendments thereof or supplements thereto.
(h) Each time that the Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates offered on the Notes), or, if so indicated in the applicable Terms Agreement, the Company sells Notes to you pursuant to a Terms Agreement, the Company will not takedeliver or cause to be delivered forthwith to you a certificate of the Company signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, directly dated the date of the effectiveness of such amendment or indirectlythe date of filing of such supplement, any action designed in form reasonably satisfactory to you, to the effect that the statements contained in the certificate that was last furnished to you pursuant to either Section 5(e) or this Section 4(h) are true and correct at the time of the effectiveness of such amendment or the filing of such supplement as though made at and as of such time (except that would constitute (i) the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission shall be substituted for the corresponding date in such certificate and (ii) such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e) but modified to relate to the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission and to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement.
(i) Each time that might reasonably the Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement (i) providing solely for a change in the interest rates offered on the Notes or (ii) setting forth or incorporating by reference financial statements or other information as of and for a fiscal quarter, unless, in the case of clause (ii) above, in your reasonable judgment, such financial statements or other information are of such a nature that an opinion of counsel should be expected furnished), or, if so indicated in the applicable Terms Agreement, the Company sells Notes to you pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to you a written opinion or result inopinions of counsel to the Company satisfactory to you, dated the date of the effectiveness of such amendment or the date of filing of such supplement, of the same tenor as the opinions referred to in Sections 5(b) and 5(c) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement or, in lieu of such opinions, counsel last furnishing such an opinion to you may furnish you with a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement).
(j) Each time that (i) the Registration Statement or the Prospectus is amended or supplemented by a filing under the Act to include additional financial information, (ii) there is filed with the Commission under the Exchange Act any document incorporated by reference into the Prospectus as amended and supplemented which contains additional financial information (other than any Current Report on Form 8-K relating exclusively to quarterly or otherwise, stabilization or manipulation annual financial results of the price of Company, or, unless any security Agent shall otherwise request, any Quarterly Report on Form 10-Q), or (iii) if so indicated in the applicable Terms Agreement, the Company sells Notes to you pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP the independent public accountants which have audited the financial statements of the Company and its subsidiaries included or incorporated by reference in the Prospectus as amended and supplemented forthwith to facilitate furnish you a letter, dated the sale date of filing with the Commission of such supplement or resale document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to you in your reasonable judgment, of the Securitiessame tenor as the letter referred to in Section 5(f) hereof, but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that where such amendment or supplement only sets forth unaudited quarterly financial information, the scope of such letter may be limited to relate to such unaudited financial information unless any other accounting or financial information included therein is of a character that, in your reasonable judgment, such other information should be addressed by such letter.
(k) Between the date of any Terms Agreement and the Settlement Date with respect to such Terms Agreement, the Company will not, without your prior consent, offer or sell, or enter into any agreement to sell, any debt securities of the Company, except as may otherwise be provided in any such Terms Agreement.
Appears in 1 contract
Sources: Distribution Agreement (International Lease Finance Corp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Citigroup Global Markets Inc. and Banc of America Securities LLC, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement, PROVIDED, HOWEVER, that the Company may (i) issue and sell Common Stock or securities exercisable for Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time, (ii) issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time, and (iii) issue Common Stock or securities convertible into, or exercisable, or exchangeable for, shares of Common Stock in exchange for equity or assets of another entity in connection with a merger, acquisition or strategic investment, PROVIDED THAT (a) such acquisition was not preceded by an unsolicited tender offer for such equity interests by, or proxy contest initiated by, the Company or any subsidiary, (b) such entity shall be a going concern, (c) the aggregate fair value of the stock portion of the consideration for all such acquisitions shall not exceed $50,000,000, and (d) prior to any such issuance the recipient of such securities shall have agreed with Citigroup Global Markets Inc. and Banc of America Securities on LLC to be bound by this provision for the New York Stock Exchange, subject only to official notice remainder of issuance, if and as specified in this Agreementthe 180-day period.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
Appears in 1 contract
Agreements. The Company agrees Issuer and the Guarantors, jointly and severally, agree with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company Issuer and the Guarantors will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company Issuer has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company The Issuer will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission SEC pursuant to the applicable paragraph of Rule 424(b) under the Securities Act within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company Issuer will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission SEC pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission SEC or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose; and , (6v) of the receipt by the Company Issuer of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purposepurpose or pursuant to Section 8A of the Securities Act and (vi) of the receipt by the Issuer of any notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act. The Company Issuer and the Guarantors will use its reasonable their best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereof.of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable;
(b) The Issuer will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form approved by you and attached as Schedule IV hereto and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule;
(c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b) under the Securities Act, (x) it is necessary to amend or supplement the Disclosure Package to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (y) any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Issuer will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request;
(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement Statement, file a new registration statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Company Final Prospectus, the Issuer promptly will promptly: (1i) notify the Representative Representatives of any such event; , (2ii) prepare and file with the CommissionSEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance; , (iii) use its reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (3iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.;
(ce) As soon as practicable, the Company Issuer will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company Issuer and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Securities Act.;
(df) The Company Issuer and the Guarantors will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), as many copies of each Preliminary Prospectus, the Final Prospectus and the Final each Issuer Free Writing Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.;
(eg) The Company Issuer and the Guarantors will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from Securities; provided that in no event shall the date hereof), and the Company will pay Issuer or any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not Guarantor be obligated to qualify as a foreign corporation to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject or subject itself to taxation in any jurisdiction in which it is would not so qualified otherwise be subject;
(h) Each of the Issuer and each of the Guarantors agree that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Issuer and each of the Guarantors that, unless it has or shall have obtained, as the case may be, the prior written consent of the Issuer, it has not made and will not make any offer relating to file the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a consent Free Writing Prospectus required to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed be filed by the Company Issuer or any Guarantor with the SEC or retained by the Issuer or any Guarantor under Rule 433 under the Securities Act, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(b) hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Issuer is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer and each Guarantor agree that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping;
(i) For a period commencing on the date hereof and ending on the 60th day after the date of the Final Prospectus, the Issuer and the Guarantors agree not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities of the Issuer substantially similar to the Notes or securities convertible into or exchangeable for such debt securities of the Issuer, or sell or grant option, rights or warrants with respect to such debt securities of the Issuer or securities convertible or exchangeable for such debt securities of the Issuer, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such debt securities of the Issuer, whether any such transaction described in clause (i) or (ii) above is to be unduly burdensome.settled by delivery of debt securities of the Issuer or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of debt securities of the Issuer substantially similar to the Notes or securities convertible, exercisable or exchangeable into such debt securities of the Issuer, or (iv) publicly announce an offering of any debt securities of the Issuer substantially similar to the Notes or securities convertible or exchangeable into such debt securities, in each case without the prior written consent of Citigroup Global Markets Inc., on behalf of the Underwriters;
(fj) The Company Issuer and the Guarantors will endeavor, by apply the Closing Date, to obtain authorization for listing net proceeds from the sale of the Securities on to be sold by them hereunder substantially in accordance with the New York Stock Exchange, subject only to official notice description set forth in the Disclosure Package and the Final Prospectus under the caption “Use of issuance, if and as specified in this Agreement.Proceeds”;
(gk) The Company Issuer and the Guarantors will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company Issuer to facilitate the sale or resale of the Securities;
(l) The Issuer agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the SEC of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Underwriting Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Issuer representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Issuer’s and the Guarantors’ accountants and the fees and expenses of counsel (including local and special counsel) for the Issuer and the Guarantors; and (x) all other costs and expenses incident to the performance by the Issuer and the Guarantors of their respective obligations hereunder; and
(m) The Issuer and the Guarantors will do and perform all things required or necessary to be done and performed under this Underwriting Agreement by them prior to the Closing Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Securities.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus Supplement or any Preliminary Final ProspectusProspectus Supplement) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final ProspectusProspectus Supplement, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final ProspectusProspectus Supplement, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) ), or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (32) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (43) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus Supplement or for any additional information; , (54) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (65) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereofof such stop order, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) The Company will prepare a final term sheet, substantially in the form of Schedule II hereto (the “Final Term Sheet”), and will file the Final Term Sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented.
(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus Supplement as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement Statement, file a new registration statement or supplement the Final Prospectus Supplement to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus Supplement, the Company promptly will promptly: (1) notify the Representative Representatives of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance; and (3) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus Supplement; and (4) supply any amended or supplemented Final Prospectus Supplement to you in such quantities as you may reasonably request.
(ce) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act158.
(df) The Upon request, the Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus Supplement, the Final Prospectus and the Final each Issuer Free Writing Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(eg) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject.
(i) The Company agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, and (ii) each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to file annual reports the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to comply with any other requirements in connection with such qualification deemed be filed by the Company with the Commission or retained by the Company under Rule 433, other than the Final Term Sheet; provided that the prior written consent of the parties hereto shall be deemed to be unduly burdensomehave been given in respect of the Free Writing Prospectuses, if any, included in Schedule III hereto. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(fi) The Company will endeavornot, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, (i) any preferred securities issued or guaranteed by the Company or (ii) shares of any class of capital stock of the Company (other than the Securities) which is preferred as to the payment of dividends, or as to the distribution of assets upon any liquidation or dissolution of the Company, over shares of any other class of capital stock of the Company or publicly announce an intention to effect any such transaction for a period commencing on the date hereof and ending on the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(gj) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Southern California Edison Co)
Agreements. The Company agrees with the several Underwriters Underwriter that:: ----------
(a) The Company will use its best efforts to cause any amendment to the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably objectobject in writing; provided, however, that the preceding clause shall not apply to the filing of any document required to be filed by the Company under the Exchange Act that upon filing is deemed to be incorporated by reference in the Registration Statement, except that the Company shall, to the extent practicable, furnish you a copy of any such document a reasonable time prior to filing. Subject to the foregoing sentence, if the filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriter of such timely filing. The Company will promptly advise the Representative: Underwriter (1) when any amendments to the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, Statement or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Underwriter of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Underwriter an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Underwriter and counsel for the UnderwritersUnderwriter, without charge, five signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus prospectus, by an the Underwriter or a dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offeringtransactions contemplated hereby. The Company will pay all transfer taxes as may be imposed on the Underwriter in connection with their purchase of Notes pursuant hereto.
(e) The Company will use its best efforts, if necessary, efforts to qualify the Securities for sale under the laws of such jurisdictions as the Representative Underwriter may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file execute a general consent to service of process in any state or to file annual reports or otherwise subject itself to comply with any taxation (other requirements than stock transfer taxes) in connection with any such qualification deemed by the Company to be unduly burdensomequalification.
(f) The Company will endeavor, mail or cause to be mailed the Notices of Redemption by first class mail to the Closing Date, to obtain authorization for listing registered holders of the Securities Notes as of the close of business on the New York Stock ExchangeRequired Mailing Dates, subject only which mailing will conform to official notice the requirements of issuance, if and as specified in this Agreementthe Indenture. The Company will not withdraw or revoke the Notices of Redemption or attempt to do so.
(g) The Company will advise the Underwriter daily of the amount of Notes surrendered in the previous day for redemption or for conversion.
(h) The Company will not taketake any action the effect of which would be to require an adjustment in the conversion price of the Notes.
(i) The Company will not, prior to the Redemption Date (and, if the aggregate number of the Securities purchased pursuant to Section 3 hereof exceeds 431,642 shares, for an additional period of 90 days following the Redemption Date), without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company) directly or indirectly, or announce the offering of, any action designed other shares of Common Stock (other than the Securities) or any securities convertible into, or exchangeable for, shares of Common Stock (other than any such sale or disposition relating to or that would constitute or that might reasonably be expected the grant of options to cause or result in, purchase shares of Common Stock under the Exchange Act Company's existing Stock Option Plans or otherwisethe exercise of options granted under the Company's existing stock option plans); provided, stabilization however, that the provisions of this paragraph shall not prevent the conversion or manipulation exchange pursuant to their terms of any securities of the price Company, including the Notes, outstanding at the Execution Time into or for other shares of Common Stock or any security other securities convertible into, or exchangeable for, shares of the Company to facilitate the sale or resale of the SecuritiesCommon Stock.
Appears in 1 contract
Sources: Standby Underwriting Agreement (Stillwater Mining Co /De/)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of such event; (2i) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3ii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomeSecurities.
(f) The During the period beginning from the Execution Date and continuing to and including the earlier of (i) the termination of trading restrictions for the Securities, as notified to the Company will endeavor, by the Representatives and (ii) the Closing Date, to obtain authorization for listing the Company will not, without the consent of the Securities on Representatives, offer, sell or contract to sell, or otherwise dispose of (x) any debt securities issued or guaranteed by the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
Company or (gy) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price shares of any security class of the Company to facilitate the sale or resale of the Securities.capital stock of
Appears in 1 contract
Sources: Underwriting Agreement (Witco Corp)
Agreements. The Company agrees with the several Underwriters you that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the SecuritiesNotes, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus (except for (i) periodic or any Rule 462(bcurrent reports filed under the Exchange Act, (ii) Registration Statement a Pricing Supplement or (iii) a supplement relating to an offering of debt securities other than the Notes) unless the Company has furnished each of you a copy for your review prior to filing and will not file given each of you a reasonable opportunity to comment on any such proposed amendment or supplement to which you reasonably objectsupplement. Subject to the foregoing sentence, the Company will cause each supplement to the Final Prospectus, properly completed, and any supplement thereto Prospectus to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) 424 within the time period prescribed, and with the Registrar of Companies in Bermuda, and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative: each of you (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; 424, (3ii) when, prior to the termination of the offering of the SecuritiesNotes, any amendment to of the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Notes for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify each of you to suspend solicitation of offers to purchase Notes (and, if so notified by the Representative Company, each of you shall forthwith suspend such event; solicitation and cease using the Prospectus as then supplemented), (2ii) prepare and file with the Commission, subject to the second first sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3iii) supply any supplemented Final Prospectus to each of you in such quantities as you may reasonably request; provided, however, that should any such event relate solely to activities of you, then you shall assume the expense of preparing and furnishing any such amendment or supplement. If such amendment or supplement, and any documents, certificates and opinions furnished to each of you pursuant to paragraphs (g), (j), (k) and (l) of this Section 4 in connection with the preparation of filing of such amendment or supplement are satisfactory in all respects to you, you will, upon the filing of such amendment or supplement with the Commission and upon the effectiveness of an amendment to the Registration Statement, if such an amendment is required, resume your obligation to solicit offers to purchase Notes hereunder.
(c) During the term of this Agreement, the Company will timely file all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on the date on which the Company (or as soon as practicable thereafter) makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Company proposes to describe, in a document filed pursuant to the Exchange Act, the Company will furnish to each of you the information contained in such announcement. The Company will notify each of you of any downgrading in the rating of the Notes or any other debt securities of the Company, or any public announcement of placement of the Notes or any other debt securities of the Company on what is commonly termed a "watch list" for possible downgrading, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), promptly after the Company learns of any such downgrading or public announcement.
(d) As soon as practicable, the Company will make generally available to its security holders and to the Representative each of you an earnings statement or statements of the Company and its subsidiaries Subsidiary which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(de) The Company will furnish to the Representative each of you and counsel for the Underwritersyour counsel, without chargecharge (except as otherwise provided herein), signed a reasonable number of copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative you may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(ef) The Company will use its best efforts, if necessary, to qualify arrange for the Securities qualification of the Notes for sale under the laws of such jurisdictions as the Representative any of you may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof)Notes, and upon your request will arrange for the Company will pay any fee determination of the National Association of Securities Dealers, Inc., in connection with its review legality of the offeringNotes for purchase by institutional investors; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process or in any jurisdiction, to file annual reports pay filing fees and other expenses in connection therewith in the aggregate exceeding $4,000, or to comply with any other requirements in connection with such qualification requirement reasonably deemed by the Company to be unduly burdensome.
(fg) During the term of this Agreement, the Company shall furnish to each of you (i) copies of all annual, quarterly and other reports furnished to stockholders, (ii) copies of all annual, quarterly and current reports (without exhibits but including documents incorporated by reference therein) of the Company filed with the Commission under the Exchange Act and (iii) such other information concerning the Company as you may reasonably request from time to time.
(h) The Company will endeavorshall, by the Closing Date, to obtain authorization for listing whether or not any sale of the Securities Notes is consummated, (i) pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, the Prospectus, all amendments thereof and supplements thereto, the Indenture, this Agreement and all other documents relating to the offering, the cost of preparing, printing, packaging and delivering the Notes, the fees and disbursements, including fees of counsel, incurred pursuant to Section 4(f), the fees and disbursements of the Trustee and the fees of any ratings agency that rates the Notes, (ii) reimburse each of you on a monthly basis for all reasonable out-of-pocket expenses incurred by you in connection with this Agreement (including, but not limited to, advertising expenses), in the New York Stock Exchangeaggregate not to exceed $2,500 per Agent for the term of this Agreement, subject only to official notice and (iii) pay the reasonable fees and expenses of issuance, if and as specified your counsel incurred in connection with this Agreement.
(gi) Each acceptance by the Company of an offer to purchase Notes will be deemed to be a new making to you of the representations and warranties of the Company in
Section 1 ( except that such representations and warranties shall be deemed to relate solely to the Registration Statement as then amended and to the Prospectus as then amended and supplemented to relate to such Notes).
(j) Except as otherwise provided in subsection (n) of this Section 4, each time that the Registration Statement or the Prospectus is amended or supplemented (other than by (i) an amendment or supplement relating to any offering of debt securities other than the Notes or (ii) a Pricing Supplement) the Company will deliver or cause to be delivered promptly to each of you a certificate of the Company, signed by any of the Chairman of the Board, the President and Chief Executive Officer, any Vice President having responsibilities for financial matters or the Controller or the Treasurer of the Company, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 5(d) but modified to relate to the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission and to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement.
(k) Except as otherwise provided in subsection (n) of this Section 4, each time that the Registration Statement or the Prospectus is amended or supplemented (other than by (i) an amendment or supplement relating to any offering of debt securities other than the Notes or (ii) a Pricing Supplement), the Company shall furnish or cause to be furnished promptly to each of you a written opinion of Gould & Wilkie LLP, counsel for the Company, satisfactory to each of ▇▇▇, dat▇▇ ▇▇▇ date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to each of you, of the same tenor as the opinion referred to in Section 5(b), but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement or, in lieu of such opinion, such counsel may furnish each of you with a letter to the effect that you may rely on such counsel's last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement).
(l) Except as otherwise provided in subsection (n) of this Section 4, each time that the Registration Statement or the Prospectus is amended or supplemented (other than by (i) an amendment or supplement relating to any offering of debt securities other than the Notes or (ii) a Pricing Supplement) to set forth amended or supplemental financial information (derived from the accounting records of the Company subject to the internal controls of the Company's accounting system or derived directly from such records by computation), the Company shall cause its independent public accountants promptly to furnish each of you a letter, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to each of you, of the same tenor as the letter referred to in Section 5(e) with such changes as may be necessary to reflect the amended and supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter.
(m) During the period, if any, specified in any Terms Agreement, the Company shall not, without the prior consent of the Purchaser thereunder, issue or announce the proposed issuance of any of its debt securities, including the Notes, with maturities or other terms substantially similar to the Notes being purchased pursuant to such Terms Agreement.
(n) The Company will shall not takebe required to comply with the provisions of subsections (j), directly or indirectly(k) and (l) of this Section 4 during any period (which may occur from time to time during the term of this Agreement) for which the Company has instructed the Agents to suspend the solicitation of offers to purchase Notes; PROVIDED that, during any such period, any action designed Purchaser does not then hold any Notes purchased pursuant to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of a Terms Agreement. Whenever the Company has instructed the Agents to facilitate suspend the sale solicitation of offers to purchase Notes for any such period, however, prior to instructing the Agents to resume the solicitation of offers to purchase Notes or resale prior to entering into any Terms Agreement, the Company shall be required to comply with the provisions of subsections (j), (k) and (l) of this Section 4, but only to the Securitiesextent of delivering or causing to be delivered the most recent certificate, opinion or letter, as the case may be, which would have otherwise been required under each such subsection unless the Agents otherwise reasonably request that such documents in respect of prior periods be delivered.
Appears in 1 contract
Sources: Distribution Agreement (Central Hudson Gas & Electric Corp)
Agreements. The Company Corporation agrees with the several Underwriters that:: 10
(a) The Company Corporation will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company Corporation will not file any amendment of to the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company Corporation has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company Corporation will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company Corporation will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company Corporation of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company Corporation will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of 11 a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company Corporation promptly will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company Corporation will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company Corporation will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company Corporation will pay the expenses of printing or other production of all documents relating to the offering.
(ef) The Company Until the date specified on Schedule I hereto, the Corporation will use its best effortsnot, without the consent of the Representatives, offer, sell or contract to sell, or announce the offering of, (i) any shares of preferred stock covered by the Registration Statement or any other registration statement filed under the Act, or (ii) if necessary, to qualify the Securities for sale under are convertible into other securities of the laws Corporation, any of such jurisdictions as other securities, in each case other than shares of common or preferred stock of the Representative may designate and Corporation issued pursuant to maintain warrants to purchase any such qualifications shares, issued upon conversion of the Corporation's outstanding convertible debentures or issued pursuant to any employee benefit or dividend reinvestment plan of the Corporation in effect so long as required for at the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomeExecution Time.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:: ----------
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed or conformed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities and the shares of Common Stock issuable upon conversion of the Securities, for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities), or Common Stock or securities convertible into or exchangeable for Common Stock or publicly announce an intention to effect any such transaction until a Business Day set forth on Schedule I hereto, except for (i) Common Stock issued upon exercise of the New York Company's Zero Coupon Convertible Subordinated Debentures due 2018 or pursuant to any stock options or employee benefit plans or other rights or warrants outstanding at the Execution Time, (ii) Common Stock Exchangeand warrants to purchase Common Stock in connection with the purchase of certain semi-submersible rigs as set forth in the Final Prospectus, subject only (iii) Common Stock issued pursuant to official notice of issuancethe Company's Direct Stock Purchase Plan or the Company's Employee Stock Purchase Plan, if (iv) Common Stock and as specified awards issued pursuant to the Company's 1998 Long-Term Incentive Plan, and (v) up to $40.0 million in this AgreementCommon Stock in connection with certain acquisitions.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company has furnished to you "lock-up" letters, in form and substance satisfactory to you, signed by each of its current executive officers and directors.
Appears in 1 contract
Agreements. (a) The Company agrees with the several Underwriters Underwriter that:
(ai) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of to the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriter of such timely filing. The Company will promptly advise the Representative: Underwriter (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(bii) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Underwriter of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (aa)(i) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(ciii) As soon as practicable, the Company will make generally available to its security holders and to the Representative Underwriter an earnings statement or statements of the Company and its subsidiaries Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(div) (A) The Company will furnish to the Representative Underwriter and counsel for the UnderwritersUnderwriter, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an the Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. (a) The Company agrees with the several International Underwriters that:
(ai) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus Prospectuses or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectuses is otherwise required under Rule 424(b), the Company will cause the Final ProspectusProspectuses, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative International Representatives of such timely filing. The Company will promptly advise the Representative: International Representatives (1A) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2B) when the Final ProspectusProspectuses, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3C) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4D) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus Prospectuses or for any additional information; , (5E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6F) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(bii) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which either of the Final Prospectus Prospectuses as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement either of the Final Prospectus Prospectuses to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1A) notify the Representative International Representatives of any such event; , (2B) prepare and file with the Commission, subject to the second sentence of paragraph subparagraph (aa)(i) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3C) supply any supplemented Final Prospectus Prospectuses to you in such quantities as you may reasonably request.
(ciii) As soon as practicable, the Company will make generally available to its security holders and to the Representative International Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(div) The Company will furnish to the Representative International Representatives and counsel for the Underwriters, without charge, International Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other International Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an International Underwriter or dealer may be required by the Act, as many copies of each International Preliminary Final Prospectus and the Final International Prospectus and any supplement thereto as the Representative International Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(ev) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative International Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities International Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, or taxation in any jurisdiction where it is not now so subject.
(not vi) The Company will not, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to exceed one year from sell, pledge, or ▇▇▇▇▇wise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other shares of Common Stock or shares of the Company's Class B Common Stock ("Class B Common Stock") or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock or shares of Class B Common Stock; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date hereof), and the Company will pay any fee of the National Association of Securities DealersInternational Underwriting Agreement, Inc., in connection with its review of the offering; provided, however, that (A) the Company shall not be obligated may issue and sell its 4.5% Junior Subordinated Convertible Notes (the "Notes") in the concurrent offering of the Notes contemplated by the Prospectuses, (B) the Company may issue shares of Common Stock upon conversion of the Notes, (C) the Company may grant options to qualify as a foreign corporation in any jurisdiction in which it is not so qualified purchase shares of Common Stock or Class B Common Stock, (D) the Company may issue shares of Common Stock or Class B Common Stock upon the conversion of securities or the exercise of warrants outstanding at the Execution Time or upon the exercise of options under its stock option plans, (E) the Company may issue restricted shares of Common Stock or Class B Common Stock pursuant to file a consent to service the Company's 2002 stock incentive plan, (F) the Company may issue or sell shares of process Common Stock or to file annual reports or to comply with any other requirements Class B Common Stock in connection with such qualification deemed by an acquisition or business combination and (G) the Company to be unduly burdensomemay issue shares of Common Stock or Class B Common Stock in connection with the transactions contemplated under the heading "Summary -- Our Corporate Reorganization" in the Prospectuses.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(gvii) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(viii) The Company agrees to pay the costs and expenses relating to the following matters: (A) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, each Prospectus, and each amendment or supplement to any of them; (B) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, each Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (C) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (D) the printing (or reproduction) and delivery of the U.S. Underwriting Agreement and this International Underwriting Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (E) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (F) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (G) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (H) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (I) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (J) all other costs and expenses incident to the performance by the Company of its obligations under this International Underwriting Agreement and the U.S. Underwriting Agreement.
(ix) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. Salomon Smith Barney Inc. will notify the Company as to which ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇eed to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time.
(b) Citigroup agrees with the several International Underwriters that:
(i) Citigroup will not, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, or ▇▇▇▇▇wise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other shares of Common Stock or shares of Class B Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock or shares of Class B Common Stock; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the International Underwriting Agreement, provided, however, that (A) the Company may issue and sell the Notes in the concurrent offering of the Notes contemplated by the Prospectuses, (B) the Company may issue shares of Common Stock upon conversion of the Notes, (C) the Company may grant options to purchase shares of Common Stock or Class B Common Stock, (D) the Company may issue shares of Common Stock or Class B Common Stock upon the conversion of securities or the exercise of warrants outstanding at the Execution Time or upon the exercise of options under its stock option plans, (E) the Company may issue restricted shares of Common Stock or Class B Common Stock pursuant to the Company's 2002 stock incentive plan, (F) the Company may issue or sell shares of Common Stock or Class B Common Stock in connection with an acquisition or business combination, (G) Citigroup may privately transfer shares of the Company's Common Stock or Class B Common Stock, as long as the acquirer of such shares agrees in writing to be bound by the obligations and restrictions set forth in this clause (i), and (H) the Company may issue shares of Common Stock or Class B Common Stock in connection with the transactions contemplated under the heading "Summary -- Our Corporate Reorganization" in the Prospectuses.
(ii) Citigroup will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) Each International Underwriter agrees that (i) it is not purchasing any of the International Securities for the account of any United States or Canadian Person, (ii) it has not offered or sold, and will not offer or sell, directly or indirectly, any of the International Securities or distribute any International Prospectus to any person in the United States or Canada, or to any United States or Canadian Person, and (iii) any dealer to whom it may sell any of the International Securities will represent that it is not purchasing for the account of any United States or Canadian Person and agree that it will not offer or resell, directly or indirectly, any of the International Securities in the United States or Canada, or to any United States or Canadian Person or to any other dealer who does not so represent and agree; provided, however, that the foregoing shall not restrict (A) purchases and sales between the U.S. Underwriters on the one hand and the International Underwriters on the other hand pursuant to the Agreement Between U.S. Underwriters and International Underwriters, (B) stabilization transactions contemplated under the Agreement Between U.S. Underwriters and International Underwriters, conducted through Salomon Smith Barney Inc. (or through the U.S. Representatives and Int▇▇▇▇▇▇▇▇▇▇ ▇▇p▇▇▇▇▇▇atives) as part of the distribution of the Securities, and (C) sales to or through (or distributions of the International Prospectus or the International Preliminary Prospectus to) persons not United States or Canadian Persons who are investment advisors, or who otherwise exercise investment discretion, and who are purchasing for the account of any United States or Canadian Person.
(d) The agreements of the International Underwriters set forth in paragraph (c) of this Section 5 shall terminate upon the earlier of the following events:
(i) a mutual agreement of the U.S. Representatives and the International Representatives to terminate the selling restrictions set forth in paragraph (c) of this Section 5 and in Section 5(c) of the U.S. Underwriting Agreement; or
(ii) the expiration of a period of 30 days after the Closing Date, unless (A) the International Representatives shall have given notice to the Company and the U.S. Representatives that the distribution of the International Securities by the International Underwriters has not yet been completed, or (B) the U.S. Representatives shall have given notice to the Company and the International Underwriters that the distribution of the U.S. Securities by the U.S. Underwriters has not yet been completed. If such notice by the U.S. Representatives or the International Representatives is given, the agreements set forth in such paragraph (c) shall survive until the earlier of (1) the event referred to in clause (a) of this subsection (d) or (2) the expiration of an additional period of 30 days from the date of any such notice.
(e) Each International Underwriter severally represents and agrees that:
(i) it has not offered o
Appears in 1 contract
Sources: International Underwriting Agreement (Travelers Property Casualty Corp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1i) promptly notify the Representative Representatives of any such event; , (2ii) as soon as practicable, prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3iii) thereafter, promptly supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter Under-writer or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution sale of the Securities (not to exceed one year from the date hereof), and Securities; PROVIDED that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed jurisdiction where it is not now so subject. The Company will promptly advise the Representatives of the receipt by the Company of any notification with respect to be unduly burdensomethe suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., (i) offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; (ii) publicly announce an intention to official notice effect any such transaction; or (iii) amend, waive, release any party from, or otherwise fail to enforce any agreement which restricts the transfer of issuanceshares of the Company's Common Stock where the effect of such amendment, if waiver, release or failure would be to permit such party to offer, sell, contract to sell, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) of any shares of Common Stock or any securities covertible into, or exercisable for, shares of Common Stock, in the case of clauses (i), (ii) or (iii) for a period of 180 days after the date of the Underwriting Agreement, PROVIDED, HOWEVER, that the Company may (x) issue and sell Common Stock and options pursuant to any employee stock option plan, stock ownership plan, stock purchase plan, dividend reinvestment plan or other employee or director benefit plan of the Company described in the Prospectus (upon the terms of such plan as specified described in this Agreementthe Prospectus) and (y) issue Common Stock issuable upon the exercise of options pursuant to any such plans.
(g) The Company will cooperate with the Representatives and use its reasonable best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company.
(h) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(i) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale by the Company and the initial resale by the Underwriters of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of one counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of one counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incurred by the Company that are incidental to the performance by the Company of its obligations hereunder.
(j) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time.
(k) The Company will pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program.
(l) The Company shall apply the proceeds from the offering of the Securities as set forth under the heading "Use of Proceeds" in the Prospectus Furthermore, the Company covenants with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts comply, subject to cause the Registration Statementremainder of this clause (a), if not effective at with the Execution Time, and any amendment thereof, to become effective. requirements of Rule 430B. Prior to the termination of the offering of the Securities, the Company will not use or file any amendment of the Registration Statement or amendment or supplement (including to the Final General Disclosure Package or the Prospectus or any Preliminary Final Prospectus) new registration statement relating to the Basic Prospectus or any Rule 462(b) Registration Statement Securities unless the Company has furnished you a copy for your review prior to filing and will not file or use any such proposed amendment amendment, supplement or supplement new registration statement to which you reasonably object. Subject The Company has given the Representative notice of any filings made pursuant to the foregoing sentence, 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time. The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative: Representative (1a) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; (3) when, prior to termination of the offering effectiveness of the Securities, any amendment to the Registration Statement shall have been or any new registration statement relating to the Securities, (b) of the transmittal to the Commission for filing of any supplement or amendment to the Prospectus or any document to be filed pursuant to the 1934 Act, (c) of the receipt of any comments from the Commission with respect to the Registration Statement or become effective; Prospectus or documents incorporated or deemed to be incorporated by reference therein, (4d) of any request by the Commission or its staff for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto, (e) of the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement, or any notice objecting to its use pursuant to Rule 462(b) Registration Statement401(g)(2), or for any supplement to order preventing or suspending the Final Prospectus or for any additional information; (5) of the issuance by the Commission use of any stop order suspending preliminary prospectus or the effectiveness of the Registration Statement Prospectus or the institution or threatening of any proceeding proceedings for that purpose; purpose or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement, (f) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities, and (6g) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification, and, if issued, to obtain as soon as possible possible, the withdrawal thereof. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).
(b) If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), any Securities remain unsold by the Underwriters, the Company will, prior to that date, (i) promptly notify you and (ii) promptly file, if it has not already done so and is eligible to do so, an automatic shelf registration statement relating to the Securities, in a form satisfactory to you. If at the Renewal Deadline the Company is not eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, (i) promptly notify you, (ii) promptly file, if it has not already done so, a new registration statement or post-effective amendment on the proper form relating to such Securities, in a form satisfactory to you, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective within 180 days after that date and (iv) promptly notify you of such effectiveness. References herein to the “Registration Statement” shall include such automatic shelf registration statement or such new registration statement or post-effective amendment, as the case may be.
(c) If, at any time when a prospectus relating to the Securities is required to be delivered (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered) under the 1933 Act, any event or development occurs as a result of which which, in the Final opinion of counsel for the Underwriters or for the Company, the Registration Statement or the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made made) not misleading, or if it shall be necessary necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Final Prospectus to comply with the 1933 Act or the Exchange 1933 Act Regulations or to file a new registration statement relating to the respective rules thereunderSecurities, the Company will promptly: promptly (1) notify the Representative of any such event; event or development, (2) prepare and file with the Commission, subject to the second sentence of paragraph (aSection 5(a) of this Section 5hereof, an amendment such amendment, supplement or supplement new registration statement which will correct such statement or omission or omission, effect such compliance; compliance or satisfy such filing requirement, (3) use its best efforts to have any such amendment to the Registration Statement or new registration statement declared effective as soon as possible (if not an automatic shelf registration statement) and (4) supply any amended or supplemented Prospectus to the Underwriters in such quantities as they may reasonably request. If, at any time after the date hereof, an event or development occurs as a result of which, in the opinion of counsel for the Underwriters or for the Company, the General Disclosure Package contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is used, not misleading, the Company promptly will (1) notify the Representative of any such event or development, (2) prepare, subject to Section 5(a), an amendment or supplement to the General Disclosure Package to eliminate or correct such untrue statement or omission and (3) supply any amended or supplemented Final Prospectus General Disclosure Package to you the Underwriters in such quantities as you they may reasonably request. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus, in the opinion of counsel for the Underwriters or for the Company, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Securities), the Statutory Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(cd) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 under the 1933 Act.
(de) The Company will furnish to the Representative and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer is or may be (or but for the exception afforded by Rule 172 would be) required by the 1933 Act, as many copies of each Preliminary Final Prospectus any preliminary prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. .
(f) The Company represents and agrees that, unless it obtains the prior written consent of the Underwriters, and each Underwriter agrees that, unless it obtains the prior written consent of the Company and the other Underwriters, it has not made and will pay the expenses of printing or other production of all documents not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission other than the Issuer Free Writing Prospectuses, if any, identified on Schedule II hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Schedule II hereto and free writing prospectuses, if any, consented to by the Company and the Underwriters is referred to herein as a “Permitted Free Writing Prospectus.” The Company represents that is has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.
(eg) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offeringSecurities; provided, however, that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(h) For a period from the date of the Prospectus through and including the 60th day following the date of the Prospectus, the Company will not, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of or transfer, or file annual reports with the Commission a registration statement under the 1933 Act relating to, shares of Common Stock other than the Securities or securities convertible into or exchangeable or exercisable for any shares of Common Stock, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to comply with be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, pledge, sale, purchase, grant, disposition transfer or filing or any such swap, hedge or other requirements arrangement, without the prior written consent of the Representative, other than (A) grants of stock options or restricted stock to employees, consultants or directors pursuant to the terms of a plan in connection with such qualification deemed effect as of the date of the Prospectus, (B) issuances of Common Stock pursuant to any benefit plan or dividend reinvestment plan, in each case, in effect as of the date hereof, (C) any shares of Common Stock issued by the Company upon exercise of an option or warrant or the conversion of a security outstanding on the date hereof and described in the Registration Statement, General Disclosure Package and the Prospectus and (D) as consideration for the acquisition by the Company or its subsidiaries from a third party of assets or of equity interests of any other entity which entity would, after giving effect to the acquisition of such equity interests, be a subsidiary of the Company; provided, that the aggregate number of shares to be unduly burdensomeissued in acquisitions pursuant to clause (D) does not exceed 5% of the outstanding common stock of the Company as of the date hereof.
(fi) The Company will endeavor, by the Closing Date, use its best efforts to obtain authorization for listing of cause the Securities on the New York Stock Exchangeto be approved for listing, subject only to official notice of issuance, if and as specified in this Agreementon the NYSE prior to the Closing Date.
(gj) For so long as the delivery of a prospectus is required by federal or state law in connection with the offering or sale of the Securities, the Company will comply in all material respects with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and will use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply in all material respects with such laws, rules and regulations, including, without limitation, the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(k) The Company will not file with the Commission such reports as may be required pursuant to Rule 463 under the 1933 Act.
(l) Neither the Company nor any of its subsidiaries will take, directly or indirectly, any action designed to to, or that would constitute or that might reasonably be expected to to, cause or result in, under the Exchange 1934 Act or otherwise, stabilization or manipulation of the price of any security of the Company their securities to facilitate the sale or resale of the Securities.
(m) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), any preliminary prospectus, the Prospectus, any Permitted Free Writing Prospectus and all amendments or supplements to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any preliminary prospectus, the Prospectus, any Permitted Free Writing Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum or any supplement thereto and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the 1934 Act and the listing of the Securities on NYSE; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the jurisdictions referenced in Section 5(g) hereof (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority (the “FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representative
Appears in 1 contract
Agreements. (i) The Company agrees with the several U.S. Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file (other than, subject to Section 5(i)(f) hereof, the filing of any prospectus or preliminary prospectus relating to an offering of Securities covered by this Agreement or the filing of any document required to be filed under the Exchange Act that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses) any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus Prospectuses or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. During such time the Company will not file any document required to be filed under the Exchange Act that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses unless the Company has furnished to your counsel a copy for their review and comment a reasonable amount of time prior to filing, which comments the Company shall review in good faith. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectuses is otherwise required under Rule 424(b), the Company will cause the Final ProspectusProspectuses, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative U.S. Representatives of such timely filing. The Company will promptly advise the Representative: U.S. Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final ProspectusProspectuses, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus Prospectuses or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which either of the Final Prospectus Prospectuses as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement either of the Final Prospectus Prospectuses to comply with the applicable provisions of the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative U.S. Representatives of any such event; (2) prepare and file with the Commission, subject to the second sentence and third sentences of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus Prospectuses to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative U.S. Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative U.S. Representatives and counsel for the Underwriters, without charge, signed U.S. Underwriters copies of the signed Registration Statement (including exhibits thereto) and to each other U.S. Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an U.S. Underwriter or dealer may be required by the Act, as many copies of each U.S. Preliminary Final Prospectus and the Final U.S. Prospectus and any supplement thereto as the Representative U.S. Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify cooperate with you and with counsel for the Underwriters in connection with the qualification of the Securities for sale under the laws of such jurisdictions as the Representative U.S. Representatives may designate and will take such actions as are necessary to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and U.S. Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. or Warburg Dillon Read LLC, for a period of 90 days following the Execution Time, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or register, cause to be registered or announce the registration, offering or intended registration or offering of, any other shares of PCS Stock or any securities convertible into or exercisable or exchangeable for shares of PCS Stock, or grant any options or warrants to purchase shares of PCS Stock, except (i) grants of options to purchase PCS Stock and issuances of PCS Stock pursuant to any employee or director benefit plan, including stock option and stock purchase plans, and registrations in connection with such grants or issuances, (ii) issuances of PCS Stock pursuant to any dividend reinvestment plan, (iii) issuances of PCS Stock upon conversion of securities or exercise of warrants outstanding on the New York Closing Date which are or become convertible into or exercisable for shares of PCS Stock, (iv) issuances of PCS Stock Exchangein acquisitions or mergers, subject only (v) registrations of PCS Stock for, or issuances of PCS Stock to, the Cable Parents, FT and DT in connection with the Offerings or upon any exercise of their respective Equity Purchase Rights or registration rights, (vi) issuances of PCS Stock pursuant to official notice Sprint's Rights Plan, (vii) issuances, or registrations, of issuanceshares of PCS Stock which are issuable to FT, if DT or third parties in respect of the shares of the Company's Class A Common Stock held by FT and as specified DT at the Execution Time and (viii) issuances of PCS Stock in this Agreementconnection with strategic or other significant investments in which the purchaser agrees to be bound for any remaining portion of such 90-day period on the above terms.
(g) The Company will not take, directly or indirectly, any action designed to result in or that would constitute which has constituted, or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, each Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, each Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this U.S. Underwriting Agreement and the International Underwriting Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives but not including representatives of the Underwriters in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations under the Underwriting Agreements.
(i) The Company will use its best efforts to cause the Securities to be listed on the New York Stock Exchange.
(ii) Each U.S. Underwriter agrees that (a) it is not purchasing any of the U.S. Securities for the account of anyone other than a United States or Canadian Person, (b) it has not offered or sold, and will not offer or sell, directly or indirectly, any of the U.S. Securities or distribute any U.S. Prospectus to any person outside the United States or Canada, or to anyone other than a United States or Canadian Person, and (c) any dealer to whom it may sell any of the U.S. Securities will represent that it is not purchasing for the account of anyone other than a United States or Canadian Person and agree that it will not offer or resell, directly or indirectly, any of the U.S. Securities outside the United States or Canada, or to anyone other than a United States or Canadian Person or to any other dealer who does not so represent and agree; provided, however, that the foregoing shall not restrict (1) purchases and sales -------- ------- between the International Underwriters on the one hand and the U.S. Underwriters on the other hand pursuant to the Agreement Between U.S. Underwriters and International Underwriters, (2) stabilization transactions contemplated under the Agreement Between U.S. Underwriters and International Underwriters, conducted through ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and Warburg Dillon Read LLC (or through the U.S. Representatives and International Representatives) as part of the distribution of the Securities, and (3) sales to or through (or distributions of U.S. Prospectuses or U.S. Preliminary Prospectuses to) United States or Canadian Persons who are investment advisors, or who otherwise exercise investment discretion, and who are purchasing for the account of anyone other than a United States or Canadian Person.
(iii) The agreements of the U.S. Underwriters set forth in paragraph (ii) of this Section 5 shall terminate upon the earlier of the following events:
(a) a mutual agreement of the U.S. Representatives and the International Representatives to terminate the selling restrictions set forth in paragraph (ii) of this Section 5 and in Section 5(ii) of the International Underwriting Agreement; or
(b) the expiration of a period of 30 days after the Closing Date, unless (A) the U.S. Representatives shall have given notice to the Company and the International Representatives that the distribution of the U.S. Securities by the U.S. Underwriters has not yet been completed, or (B) the International Representatives shall have given notice to the Company and the U.S. Representatives that the distribution of the International Securities by the International Underwriters has not yet been completed. If such notice by the U.S. Representatives or the International Representatives is given, the agreements set forth in such paragraph (ii) shall survive until the earlier of
(1) the event referred to in clause (a) of this subsection (iii) or (2) the expiration of an additional period of 30 days from the date of any such notice.
Appears in 1 contract
Agreements. The Each of the Company agrees and the Trust agree with the several Underwriters that:
(a) The Company and the Trust will use its their best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, neither the Company nor the Trust will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has and the Trust have furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company and the Trust will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, pre scribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company and the Trust will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company or the Trust of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company and the Trust will use its reasonable their best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus Prospec tus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company and the Trust promptly will promptly: (1) notify the Representative of such event; (2i) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3ii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company and the Trust will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify arrange for the qualifica tion of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from and will arrange for the date hereof), and the Company will pay any fee determination of the National Association of Securities Dealers, Inc., in connection with its review legality of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed Securities for purchase by the Company to be unduly burdensomeinstitutional investors.
(f) The Company will endeavornot, by until the first business day following the Closing Date, to obtain authorization for listing without prior written consent of the Securities on Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the New York Stock Exchangeoffering of, subject only to official notice of issuance, if and as specified in this Agreementany debt securities issued or guaranteed by the Company (other than the Securities).
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security Each of the Company to facilitate and the sale or resale Trust confirm as of the Securitiesdate hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92- 198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Securities and Exchange Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department.
Appears in 1 contract
Agreements. (a) The Company agrees with the several Underwriters that:
(a1) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.Registration
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters Purchaser that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Purchaser of such timely filing. The Company will promptly advise the Representative: Purchaser (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.it
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process or to file annual reports or to comply with any in suits, other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing than those arising out of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly offering or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities., in any jurisdiction where it is
Appears in 1 contract
Agreements. (a) The Company hereby agrees with the several Underwriters that:
(a1) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form to which the Representatives do not reasonably object with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed therein and will provide evidence satisfactory to the Representative Representatives of such timely filing, which evidence shall be satisfied by the availability of such Prospectus on ▇▇▇▇▇. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose, which notice, in the case of clauses (i) and (ii) above, shall be satisfied by the availability of such amendment or supplement on ▇▇▇▇▇ (or any successor thereto). The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b2) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented, (ii) amend or supplement the Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.
(3) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActSecurities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or, as in the opinion of counsel for the Underwriters or the Company, if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify the Representative Representatives of any such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (aa)(1) of this Section 5, an amendment or supplement which that will correct such statement or omission or effect such compliance; compliance and (3iii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c4) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which that will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Act158.
(d5) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto), provided that any such document’s availability on ▇▇▇▇▇ (or any successor thereto) shall satisfy the foregoing requirements and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the ActSecurities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Final Prospectus and Prospectus, the Final Prospectus, each Issuer Free Writing Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e6) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof)Securities; provided that, and in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(7) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to file annual reports the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to comply with any other requirements in connection with such qualification deemed be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to be unduly burdensomehave been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such Free Writing Prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(f8) The Company will use its best efforts to meet the requirements to qualify, for the taxable year ending December 31, 2012, for taxation as a REIT under the Code, and thereafter for any period for which the Company intends to be treated as a REIT.
(9) The Company will endeavor(i) file the Articles Supplementary, duly authorized and executed by the Company, with the MSDAT, and (ii) use its best efforts to cause the Articles Supplementary to be accepted by the MSDAT, in each case, prior to the Closing Date, to obtain authorization for listing .
(b) The Company and the Operating Partnership hereby jointly and severally agree with the several Underwriters that:
(1) None of the Company, the Operating Partnership or any of their respective subsidiaries will, without the prior written consent of Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction that is designed to, or could reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, including the filing (or participation in the filing) of a registration statement (other than a registration statement that was first declared effective by the Commission prior to the date hereof) (including any amendments) under the Securities on Act with the New York Stock ExchangeCommission in respect of, subject only or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any preferred securities of the Company or the Operating Partnership or any securities convertible into, or exercisable, or exchangeable for, preferred securities of the Company or the Operating Partnership (in any case, other than in connection with the Securities and the Preferred Units related thereto) or publicly announce an intention to official notice effect any such transaction, for a period of issuance, if and as specified in this 30 days after the date of the Underwriting Agreement.
(g2) The During the distribution of the Securities by the Underwriters, neither the Company nor the Operating Partnership will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(3) The Company and the Operating Partnership, jointly and severally, agree to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, and all amendments or supplements to any of them as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities in an aggregate amount not to exceed $15,000; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the NYSE; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states or in foreign jurisdictions as requested by the Underwriters and agreed to by the Company (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings in an amount not to exceed $20,000); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(4) The Company and the Operating Partnership will use the net proceeds received by the Company from the sale of the Securities in the manner specified in the Disclosure Package and the Prospectus under the caption “Use of Proceeds”.
(5) The Company and the Operating Partnership will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in a form approved by the Representatives and substantially attached as Schedule III hereto and to file such term sheet with the Commission pursuant to Rule 433(d) within the time required by such Rule.
Appears in 1 contract
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative: Representative (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of any such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice effect any such transaction, for a period of issuance90 days following the Execution Time, if provided, however, that the Company may issue and as specified sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in this Agreementeffect at the Execution Time and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(ii) Each Selling Stockholder agrees with the several Underwriters that:
(a) Such Selling Stockholder will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Selling Stockholder or any affiliate of the Selling Stockholder or any person in privity with the Selling Stockholder or any affiliate of the Selling Stockholder), directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or publicly announce an intention to effect any such transaction, for a period of 90 days following the Execution Time, other than shares of Common Stock disposed of as bona fide gifts.
(b) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) Such Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of (i) any material change in the Company's condition (financial or otherwise), prospects, earnings, business or properties, (ii) any change in information in the Registration Statement or the Prospectus relating to such Selling Stockholder or (iii) any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of such Selling Stockholder.
Appears in 1 contract
Agreements. The Company agrees Issuer and the Guarantors, jointly and severally, agree with the several Underwriters each Underwriter that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company Issuer will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company Issuer has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company The Issuer will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission SEC pursuant to the applicable paragraph of Rule 424(b) under the Securities Act within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company Issuer will promptly advise the Representative: Representative (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission SEC pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission SEC or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose; and purpose or pursuant to Section 8A of the Securities Act, (6v) of the receipt by the Company Issuer of any notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act and (vi) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company Issuer will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) The Issuer and the Guarantors will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form approved by you and attached as Schedule III hereto and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule.
(c) If at any time prior the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which, the Disclosure Package, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made or the circumstances then prevailing, not misleading, or if it should be necessary to amend or supplement the Disclosure Package to comply with applicable law, the Issuer and the Guarantors will promptly (i) notify the Representative of any such event so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any supplemented or amended Disclosure Package to the several Underwriters and counsel for the Underwriters without charge in such quantities as they may reasonably request.
(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement Statement, file a new registration statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Company Final Prospectus, the Issuer will promptly: promptly (1i) notify the Representative of any such event; , (2ii) prepare and file with the CommissionSEC, subject to the second sentence of paragraph (a) of this Section 56, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance; , (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (3iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(de) The Company Issuer will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), as many copies of each Preliminary Prospectus, the Final Prospectus and the Final each Issuer Free Writing Prospectus and any supplement thereto as the Representative may reasonably request. The Company Issuer will pay the expenses of printing or other production of all documents relating to the offering.
(ef) The Company Issuer will use its best effortscommercially reasonable efforts to arrange, if necessary, to qualify for the qualification of the Securities for sale by the Underwriters under the laws of such jurisdictions as the Representative may reasonably designate (including certain provinces of Canada) and to will maintain such qualifications in effect so long as required for the distribution sale of the Securities (not to exceed one year from Securities; provided that in no event shall the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not Issuer be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed jurisdiction where it is not now so subject. The Issuer will promptly advise the Representative of the receipt by the Company Issuer of any notification with respect to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing suspension of the qualification of the Securities on for sale in any jurisdiction or the New York Stock Exchange, subject only to official notice initiation or threatening of issuance, if and as specified in this Agreementany proceeding for such purpose.
(g) The Company Issuer agrees that, unless it has or shall have obtained the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Issuer that, unless it has or shall have obtained, as the case may be, the prior written consent of the Issuer, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Issuer with the SEC or retained by the Issuer under Rule 433, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 6(b) hereto; provided, that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representative or the Issuer is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.
(h) The Issuer and the Guarantors will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Issuer or any subsidiaries of the Issuer), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Issuer or any of its subsidiaries (other than the Securities) or publicly announce an intention to effect any such transaction, for a period of 30 days after the Execution Time.
(i) The Issuer and the Guarantors will not, and will use their commercially reasonable efforts not to permit their respective Affiliates to, take, directly or indirectly, any action designed to to, or that would constitute or that might reasonably be expected to to, cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company Issuer to facilitate the sale or resale of the Securities.
(j) The Issuer will apply the net proceeds from the sale of the Securities in accordance with the description set forth in the Disclosure Package and the Final Prospectus under the caption “Use of Proceeds.”
(k) The Issuer and the Guarantors, jointly and severally, agree to pay the costs and expenses relating to the following matters: (i) the preparation of this Agreement, the Indenture, the issuance of the Securities and the fees of the Trustees; (ii) the preparation, printing or reproduction and filing with the SEC of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Securities; (v) any necessary issue, stamp or other transfer, excise or similar taxes in connection with the original issuance and sale of the Securities; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (viii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters related to such filings and such reasonable fees and expenses of such counsel not to exceed $15,000 in the aggregate); (ix) the transportation and other expenses incurred by or on behalf of the Issuer representatives in connection with presentations to prospective purchasers of the Securities, (x) the fees and expenses of the Issuer’s accountants and the fees and expenses of counsel (including local and special counsel) for the Issuer; (xi) all other costs and expenses incident to the performance by the Issuer of its obligations hereunder; and (xii) the Underwriters’ reasonable expenses (other than outside legal expenses incurred in connection with the sale of the Securities).
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction within the United States or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderAct, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the The Company will timely file such reports pursuant to the Exchange Act in order to make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions within the United States as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, (i) any debt securities substantially similar to the Five-Year Securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, until the Business Day set forth on Schedule I hereto or (ii) any debt securities substantially similar to the New York Stock ExchangeTwelve-Year Securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, subject only to official notice of issuance, if and as specified in this Agreementuntil the Business Day set forth on Schedule II hereto.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization (other than through the Underwriters) or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Cox Communications Inc /De/)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or of the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel Counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof)Securities; provided, and however, that in no event shall the Company will pay be obligated to qualify to do business in any fee jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the National Association offering or sale of Securities Dealers, Inc.the Securities, in connection with its review any jurisdiction where it is not now so subject.
(f) The Company will not, without the prior written consent of Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇, ▇▇r a period of six months following the Execution Time, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the offeringCompany or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or announce the offering of, any other shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock [SUBJECT TO CERTAIN EXCEPTIONS TO BE DISCUSSED IN ADDITION TO THE FOLLOWING PROVISO]; provided, however, that the Company shall not be obligated may issue and sell Common Stock pursuant to qualify as a foreign corporation in any jurisdiction in which it is not so qualified employee stock option plan, stock ownership plan or to file a consent to service dividend reinvestment plan of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The in effect at the Execution Time and the Company will endeavor, by may issue Common Stock issuable upon the Closing Date, to obtain authorization for listing conversion of securities or the Securities on exercise of warrants outstanding at the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementExecution Time.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of Counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of Counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
Appears in 1 contract
Sources: Underwriting Agreement (Verio Inc)
Agreements. The Company agrees with the several Underwriters ----------- that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1A) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2B) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3C) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4D) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6F) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which either of the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement either of the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify the Representative Representatives of such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3iii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the signed Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the ActAct or otherwise required, as many copies of each the Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, cooperate with the Representatives and counsel for the Representatives in connection with endeavoring to qualify obtain qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not otherwise so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomesubject.
(f) The Until the Business Day set forth on Schedule I hereto, the Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc, offer, sell or contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Stock ExchangeCompany or any affiliate of the Company) directly or indirectly, subject only or announce the offering of, any other shares of Ordinary Shares or any securities convertible into, or exchangeable for, shares of Ordinary Shares; provided, however, that the Company may issue and -------- ------- sell Ordinary Shares pursuant to official notice any stock option plan, stock ownership plan or dividend reinvestment plan of issuance, if the Company in effect at the Execution Time and described in the Final Prospectus; and the Company may issue Ordinary Shares issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time or pursuant to the Buy-Sell Agreement as specified disclosed in this Agreementthe Final Prospectus.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:: ----------
(a) The Company will use its reasonable best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives (which approval shall not be unreasonably withheld) with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, therein prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and Company, its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its reasonable best effortsefforts to arrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports sale of the Securities, in any jurisdiction where it is not now so subject or to comply with take any other requirements in connection with such qualification deemed by action which would subject the Company to be unduly burdensometaxation in any jurisdiction where it is not already subject to taxation.
(f) The Company will endeavornot, without the prior written consent of Citigroup Global Markets Inc. and Lehman Brothers Inc., offer, sell, contract to sell, pledge, or o▇▇▇▇▇▇se dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities); or publicly announce an intention to effect any such transaction, until after the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Except as disclosed in the Final Prospectus, the Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), the Basic Prospectus, each Preliminary Final Prospectus, the Final Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Basic Prospectus, each Preliminary Final Prospectus, the Final Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel, up to $5,000, for the Underwriters relating to such registration and qualification); (vi) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel to the Underwriters related to such filings); (vii) the fees and expenses of the Company's accountants, the Trustee and counsel (including local and special counsel) for the Company; and (viii) all other costs and expenses incident to the performance by the Company of its obligations under the Indenture and hereunder; provided, -------- however, that on the Closing Date and subject to the satisfaction or waiver ------- of the conditions set forth herein, the Underwriters agree to pay to the Company a non-accountable expense reimbursement of $75,000 in connection with the offering and sale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Loews Corp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice effect any such transaction, for a period of issuance90 days after the date of the Underwriting Agreement, if PROVIDED, HOWEVER, that the Company may issue and as specified sell Common Stock pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in this Agreementeffect at the Execution Time and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. (i) The Company agrees with the several Underwriters Underwriter that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriter with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriter of such timely filing. The Company will promptly advise the Representative: Underwriter (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Underwriter of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Underwriter an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Underwriter and counsel for the UnderwritersUnderwriter, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Subject to the provisions of the last sentence of Section 5(i) hereof, the Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Underwriter may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not and will, subject to exceed one year from the date hereof)provisions of the last sentence of Section 5(i) hereunder, and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing DateCompany or any entity controlled by the Company or any person in privity with the Company or any entity controlled by the Company) directly or indirectly, to obtain authorization for listing including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities on Exchange Act, with respect to any other Ordinary Shares or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares; or publicly announce an intention to effect any such transaction, for a period of 90 days after the New York Stock Exchangedate of the Underwriting Agreement, subject only provided, however, that the Company may (i) issue and sell Ordinary Shares or grant options pursuant to official notice any employee stock option plan, employee share purchase plan or dividend reinvestment plan of issuancethe Company in effect at the Execution Time and set forth in the Prospectus (exclusive of any supplement thereto), (ii) issue Ordinary Shares issuable upon the conversion of securities or the exercise of warrants or options outstanding at the Execution Time, (iii) issue Ordinary Shares as consideration for the acquisition of another entity by the Company by merger or by the purchase of all or substantially all of such other entity's assets and (iv) issue Ordinary Shares in connection with corporate collaborations, joint ventures, partnerships or license, marketing, manufacturing, research or other similar strategic arrangements; provided, however, that in the case of clauses (iii) and (iv), each recipient of Ordinary Shares agrees to be bound in writing by the provisions of this paragraph (i)(f) of Section 5 as if and as specified in this Agreementsuch recipient was the Company.
(g) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes Oxley Act, and will use its best efforts to cause the Company's directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes Oxley Act.
(h) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(i) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the sale of the Securities by the Selling Shareholders, it being understood that the foregoing shall not alter any agreements between the Company and the Selling Shareholders allocating between them responsibilities for such expenses; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market and the Tel Aviv Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriter relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriter relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Shareholders, it being understood that the foregoing shall not alter any agreements between the Company and the Selling Shareholders allocating between them responsibilities for such expenses; and (x) all other costs and expenses incident to the performance by the Company and the Selling Shareholders of their obligations hereunder, it being understood that the foregoing shall not alter any agreements between the Company and the Selling Shareholders allocating between them responsibilities for such expenses. The Underwriter agrees to reimburse the Company or pay, for all costs and expenses that exceed $50,000 of the foregoing costs and expenses upon request accompanied by presentation of reasonable support thereto.
(ii) Each Selling Shareholder, severally and not jointly, agrees with the Underwriter that:
(a) Such Selling Shareholder will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(b) Such Selling Shareholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of (i) any material change in the Company's condition (financial or otherwise), prospects, earnings, business or properties which comes to the attention of such Selling Shareholder, (ii) any change in information in the Registration Statement or the Prospectus relating to such Selling Shareholder or (iii) any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of such Selling Shareholder.
Appears in 1 contract
Sources: Underwriting Agreement (Lipman Electronic Engineering LTD)
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (32) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (43) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (54) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (65) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, until the Business Day set forth on Schedule I hereto, provided, however, that the New York Company may issue and sell Common Stock Exchangeand grant options to purchase Common Stock pursuant to any employee stock option plan, subject only to official notice stock ownership plan or dividend reinvestment plan of issuance, if the Company in effect at the Execution Time and as specified in this Agreementthe Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(g) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes Oxley Act, and to use all commercially reasonable efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes Oxley Act.
(h) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(ii) Each Selling Stockholder agrees with the several Underwriters that:
(a) Such Selling Stockholder will comply with the “lock-up” agreement executed by or on behalf of it and delivered to the Representatives prior to the date hereof.
(b) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) Such Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of, (i) in the case of an Aurora Stockholder only, any change in information in the Registration Statement or the Final Prospectus relating to such Aurora Stockholder or (ii) in the case of GEPT, any change in the GEPT Information in the Registration Statement or the Final Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Aftermarket Technology Corp)
Agreements. (a) The Company hereby agrees with the several Underwriters that:
(a1) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form to which the Representatives does not reasonably object with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed therein and will provide evidence satisfactory to the Representative Representatives of such timely filing, which evidence shall be satisfied by the availability of such Prospectus on ▇▇▇▇▇. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose, which notice, in the case of clauses (i) and (ii) above, shall be satisfied by the availability of such amendment or supplement on ▇▇▇▇▇ (or any successor thereto). The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b2) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented, (ii) amend or supplement the Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.
(3) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActSecurities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or, as in the opinion of counsel for the Underwriters or the Company, if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify the Representative Representatives of any such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (aa)(1) of this Section 56, an amendment or supplement which that will correct such statement or omission or effect such compliance; compliance and (3iii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c4) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings earning statement or statements of the Company and its subsidiaries which that will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Act158.
(d5) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto), provided that any such document’s availability on ▇▇▇▇▇ (or any successor thereto) shall satisfy the foregoing requirements and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the ActSecurities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of any preliminary prospectus, the Prospectus, each Preliminary Final Prospectus and the Final Issuer Free Writing Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e6) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that, in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(7) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (not as defined in Rule 405) required to exceed one be filed by the Company with the Commission or retained by the Company under Rule 433 (other than a free writing prospectus disclosing pricing information); provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such Free Writing Prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(8) The Company will use its best efforts to meet the requirements to qualify, for the taxable year from ending December 31, 2018, for taxation as a REIT under the Code and thereafter for any period for which the Company intends to be treated as a REIT.
(9) The Company agrees that it will issue, prior to the Closing Date, the Redemption Shares to the Selling Stockholders upon exchange by the Selling Stockholders of such Selling Stockholders’ Common Units.
(b) The Company and the Operating Partnership hereby jointly and severally agree with the several Underwriters that:
(1) None of the Company or the Operating Partnership will, without the prior written consent of Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction that is designed to, or could reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, including the filing (or participation in the filing) of a registration statement (other than a registration statement on Form S-8 relating to the Company’s incentive plans, on Form S-4 relating to an acquisition or “A/B Exxon Capital exchange offer” by the Company or a filing relating to a registration statement that was first declared effective by the Commission prior to the date hereof)) with the Commission in respect of, and or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the Company will pay any fee meaning of Section 16 of the National Association Exchange Act, any shares of Securities DealersCommon Stock or Units or any securities convertible into, Inc.or exercisable, in connection with its review or exchangeable for, shares of Common Stock or Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the offeringUnderwriting Agreement; provided, however, that the Company shall not be obligated (a) may issue shares of Common Stock, Units, stock options or other equity awards pursuant to qualify the terms of the Company’s 2010 Equity Incentive Plan as a foreign corporation such plan is in any jurisdiction effect on the date hereof and may issue shares of Common Stock pursuant to the exercise, conversion or exchange of such stock options or other equity awards, (b) may issue shares of Common Stock or Units to officers and employees of the Company in which it is not so qualified exchange for previously issued profits interests under the profits interest incentive program as set forth in the Disclosure Package and the Prospectus, (c) may issue shares of Common Stock or to file a consent to service cash in exchange for outstanding Units tendered for redemption and (d) may issue shares of process Common Stock, Units or to file annual reports or to comply with any other requirements securities in consideration of the purchase price in connection with the acquisition of real property or entities that own real property, provided that (i) the aggregate amount of shares of Common Stock issued for all such qualification deemed acquisitions on a fully diluted basis does not exceed 5% of the number of shares of Common Stock that could be outstanding on the Closing Date on a fully diluted basis or (ii) such consideration will be paid by the Company to be unduly burdensomeor the Operating Partnership following the expiration of the 45-day restricted period.
(f2) The Company will endeavor, by During the Closing Date, to obtain authorization for listing distribution of the Securities on by the New York Stock ExchangeUnderwriters, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The neither the Company nor the Operating Partnership will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(3) The Company and the Operating Partnership, jointly and severally, agree to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), any preliminary prospectus, the Prospectus, each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of any preliminary prospectus, the Prospectus, each Issuer Free Writing Prospectus, and all amendments or supplements to any of them as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities; (iv) the printing (or reproduction) and delivery of this Agreement and any blue sky memorandum prepared in connection with the offering of the Securities in an aggregate amount not to exceed $10,000; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the NYSE; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states or in foreign jurisdictions as requested by the Underwriters and agreed to by the Company (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable and documented fees and expenses of counsel relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Stockholders; and (x) all other costs and expenses incident to the performance by the Company and the Selling Stockholders of their obligations hereunder. It being agreed and understood that this Section 6(b)(3) shall not supersede any agreements or other arrangements between the Company and the Operating Partnership on the one hand and the Selling Stockholders on the other hand relating to the payment of the fees and expenses addressed in this Section 6(b)(3).
(c) Each Selling Stockholder agrees with the several Underwriters that:
(1) Such Selling Stockholder will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction that is designed to, or could reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Selling Stockholder or any affiliate of the Selling Stockholder or any person in privity with the Selling Stockholder or any affiliate of the Selling Stockholder) directly or indirectly, or file (or participate in the filing of) of a registration statement (other than a filing relating to a registration statement that was first declared effective by the Commission prior to the date hereof) with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock or Units or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock or Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Underwriting Agreement; provided, however, that notwithstanding the foregoing, restrictions of this Section 6(c)(1) shall not prohibit such Selling Stockholder from (a) tendering Units for redemption and receiving cash or shares of Common Stock in exchange therefor (provided that any shares issued upon such exchange shall be subject to the provisions of this Section 6(c)(1)), (b) any transfers that do not involve a disposition for value or do not require a filing of any form under Section 16 under the Exchange Act (other than a Form 5 when or if required) or (c) transfers or dispositions (i) as bona fide gifts or gifts, (ii) to limited partners, members or securityholders of the Selling Stockholder or (iii) to the Selling Stockholders’ affiliates or to any investment fund or other entity controlled (directly or indirectly) or managed by the Selling Stockholder (provided that, in the case of this subsection (c), any such transferee agrees in writing to the same restrictions applicable to the Selling Stockholders in this Section 6(c)(1)).
(2) During the distribution of the Securities by the Underwriters, such Selling
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:: -----------
(a) The Company will use its reasonable best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives (which approval shall not be unreasonably withheld) with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, therein prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its reasonable best effortsefforts to arrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports sale of the Securities, in any jurisdiction where it is not now so subject or to comply with take any other requirements in connection with such qualification deemed by action which would subject the Company to be unduly burdensometaxation in any jurisdiction where it is not already subject to taxation.
(f) The Company will endeavornot, without the prior written consent of Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, offer, sell, contract to se▇▇, ▇▇e▇▇▇, ▇▇ otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Carolina Group Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Carolina Group Stock; or publicly announce an intention to official notice effect any such transaction, for a period of issuance90 days after the date of the Underwriting Agreement, if provided, ------- however, that the Company may issue options and sell Carolina Group ------- Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time or as specified described in this Agreementthe Final Prospectus.
(g) The Except as disclosed in the Final Prospectus, the Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), the Basic Prospectus, each Preliminary Final Prospectus, the Final Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Basic Prospectus, each Preliminary Final Prospectus, the Final Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the listing of the Securities on the New York Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel, up to $5,000, for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel to the Underwriters related to such filings; (viii) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
Appears in 1 contract
Sources: Underwriting Agreement (Loews Corp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representa tives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇ ▇▇▇., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, within 30 days after the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify cooperate with you and with counsel for the Underwriters in connection with the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Securities; provided that in no event shall the Company will pay be obligated to qualify to do business in any fee jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the National Association offering or sale of Securities Dealersthe Securities, in any jurisdiction where it is not now so subject.
(f) The Company will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., for a period of 180 days following the Execution Time, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in connection with its review the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the offeringCompany or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or announce the offering of, any other shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock; provided, however, that the Company shall not be obligated may issue and sell Common Stock pursuant to qualify as a foreign corporation in any jurisdiction in which it is not so qualified employee stock option plan, stock ownership plan or to file a consent to service dividend reinvestment plan of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The in effect at the Execution Time and the Company will endeavor, by may issue Common Stock issuable upon the Closing Date, to obtain authorization for listing conversion of securities or the Securities on exercise of warrants outstanding at the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementExecution Time.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Stockholders; and (x) all other costs and expenses incident to the performance by the Company and the Selling Stockholders of their obligations hereunder (excluding discounts and commissions charged to the Selling Stockholders in connection with their sale of Option Securities).
(i) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. will notify the Company as to which Participants will need to be so restricted. The Company will direct the transfer restrictions during such period of time.
(j) The Company will pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company covenants with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
(ii) Each Selling Stockholder, severally as to itself and not jointly or jointly and severally, agrees with the several Underwriters that:
(a) Such Selling Stockholder will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., offer, sell, contract to sell, pledge or otherwise dispose of, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. Notwithstanding the foregoing, nothing herein shall prohibit Prudential from effecting, after the lapse of 90 days from the date hereof, a private sale of shares of Common Stock to an institutional investor, in accordance with applicable federal and state securities laws, as long as such institutional investor, prior to or concurrently with such sale, executes an agreement providing that such institutional investor shall be subject to the restrictions set forth in the preceding sentence for the remainder of such 180 day period.
(b) Such Selling Stockholder will not take any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) Such Selling Stockholder will, if such Selling Stockholder is an Executive Selling Stockholder, advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of (i) any material change in the Company's condition (financial or otherwise), prospects, earnings, business or properties, (ii) any change in information in the Registration Statement or the Prospectus relating to such Selling Stockholder or (iii) any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of such Selling Stockholder.
(d) Such Selling Stockholder will, if such Selling Stockholder is Prudential, advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of any change in information in the Registration Statement or the Prospectus relating to Prudential.
Appears in 1 contract
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicableThrough the timely filing of periodic reports under the Exchange Act, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall -------- the Company shall not be obligated to qualify as to do business in any jurisdiction where it is not now so qualified or to execute a foreign corporation general consent to service of process in any jurisdiction in which it is such a consent has not so qualified been previously filed or to file a consent subject itself to service taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomethis paragraph.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and Deutsche Bank Securities Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person with whom the New York Company or any affiliate of the Company has an agreement with respect to securities of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable or exchangeable for, shares of Common Stock, or publicly announce an intention to official notice effect any such transaction, for a period of issuance, if and as specified in 180 days after the date of this Agreement, provided, --------- however, that (1) the Company may issue, sell and register Common Stock -------- pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time, (2) the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time, and (3) the Company may issue Common Stock in connection with any merger, consolidation or stock or asset acquisition, so long as the recipients of the Common Stock in such transaction agree to be bound by the same lock-up restrictions as the Company.
(g) The Company will not take, directly or indirectly, any action that constitutes or that is designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time.
(i) The Company will pay all reasonable fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program (including the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Directed Share Program materials) and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company covenants with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
(ii) The Selling Securityholder agrees with the several Underwriters that:
(a) The Selling Securityholder will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. and Deutsche Bank Securities Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Selling Securityholder or any affiliate of the Selling Securityholder or any person with whom the Selling Securityholder or any affiliate of the Selling Securityholder has an agreement with respect to securities of the Company), directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company (other than the Securities) or any securities convertible into, or exercisable or exchangeable for, such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than any shares of Common Stock disposed of as bona fide gifts approved by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
(b) The Selling Securityholder will not take, directly or indirectly, any action that constitutes or that is designed to or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) The Selling Securityholder will advise the Representatives promptly, and if requested by the Representatives, will confirm such advice in writing, until the Closing Date, of any material change in the Company's condition (financial or otherwise), earnings, business or properties or any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of the Selling Securityholder and so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of any change in information in the Registration Statement or the Prospectus relating to the Selling Securityholder.
(d) The Selling Securityholder agrees to pay the costs and expenses relating to the following matters: (1) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (2) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (3) the delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the sale of the Securities; (4) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (5) the registration of the Securities under the Exchange Act; (6) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (7) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (8) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (9) the fees and expenses of the Company's and the Selling Securityholder's accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the Selling Securityholder; and (10) all other costs and expenses incident to the performance by the Company and the Selling Securityholder of their obligations hereunder.
(iii) Each Underwriter severally represents and agrees that:
(a) it has not offered or sold and, prior to the expiry of six months from the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(b) it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company;
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and
(d) the offer in The Netherlands of the Securities is exclusively limited to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises).
Appears in 1 contract
Sources: Underwriting Agreement (Constar Inc)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably objectobject in a timely manner. Subject to the foregoing sentence, the The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use, any order preventing or suspending the use of any preliminary prospectus, any Issuer Free Writing Prospectus or the Final Prospectus, or the institution or threatening of any proceeding for that purpose; the purpose of suspending the effectiveness of the Registration Statement or preventing or suspending the use of any preliminary prospectus, any Issuer Free Writing Prospectus or the Final Prospectus, and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent (i) the issuance of any such stop order or other order referred to in the preceding sentence, or (ii) the occurrence of (A) any suspension of the effectiveness, or objection to the use, of the Registration Statement or (B) any prevention or suspension of the use of the preliminary prospectus, any Issuer Free Writing Prospectus or the Final Prospectus and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) The Company shall prepare a final term sheet for the Securities, containing solely descriptions of the respective final terms and offering of the Securities, in the form approved by you and attached as Schedule II hereto, and file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.
(d) If, at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication and prior to the completion of the distribution of the Securities, any event occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communications would conflict with the information in the Registration Statement, Disclosure Package or the Final Prospectus or would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.
(e) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will promptly: (1i) notify the Representative Representatives of any such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance; , (iii) use its reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (3iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(cf) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act158.
(dg) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and the Final any Issuer Free Writing Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(eh) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(i) Prior to the completion of the distribution of the Securities, the Company will not use or refer to exceed one year any Free Writing Prospectus, except as permitted pursuant to Rule 164(e)(2); and to the extent the Company is so permitted to use a Free Writing Prospectus pursuant to such rule, the Company will furnish to you a copy of each proposed Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and will not use or refer to any proposed Free Writing Prospectus to which you reasonably object.
(j) The Company will not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) a Free Writing Prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder.
(k) The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any controlled affiliate of the Company), directly or indirectly, or confidentially submit or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any Common Stock issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction during the Restricted Period (as defined below), until 120 days from the date hereofhereof (the “Restricted Period”). The restrictions contained in the preceding sentence shall not apply to (a) the Securities to be sold hereunder, (b) the issuance of shares of Common Stock pursuant to and in accordance with the Plan, including shares of Common Stock issued (i) to the Backstop Parties pursuant to the Backstop Commitment Letters, (ii) to fund the Fire Victim Trust with the Aggregate Fire Victim Consideration and (iii) to satisfy HoldCo Rescission or Damage Claims (each such term in clauses (i) through (iii) as defined in the Plan), and the Company will pay filing of any fee of registration statement with respect to such shares described in the National Association of Securities DealersDisclosure Package, Inc., (c) 16,000,000 equity units issued in connection with its review the concurrent equity-linked offering, (d) shares of Common Stock to be issued pursuant to the offering; providedPIPE Investment Agreement, howeverand the filing of any registration statement with respect to the resale of such shares, that (e) the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service issuance of process or to file annual reports or to comply with any other requirements shares of Common Stock upon the settlement of purchase contracts in connection with such qualification deemed the concurrent equity-linked offering, (f) the issuance by the Company of shares of Common Stock pursuant to the Greenshoe Backstop Contract, and the filing of any registration statement with respect to such shares, (g) the issuance by the Company of shares of Common Stock upon the exercise of an option outstanding on the Plan Effective Date, (h) the grant of options or the issuance of restricted stock, restricted stock units, performance shares, performance stock units or other securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, or the issuance of shares of Common Stock, in each case pursuant to the Company’s equity-based compensation plans effective as of the Plan Effective Date or as an equity-based inducement award in connection with the appointment or employment of any director or officer, (i) the issuance of shares of Common Stock pursuant to any dividend reinvestment plan or direct purchase plan, and the filing of any registration statement with respect to such shares, (j) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (1) such plan does not provide for the transfer of Common Stock during the Restricted Period and (2) no public announcement or filing (including under the Exchange Act) shall be required to be unduly burdensomemade or shall voluntarily be made during the Restricted Period and (k) the filing of a registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the Plan Effective Date or as an equity-based inducement award in connection with the appointment or employment of any director or officer.
(fl) The Company will endeavornot, by without the Closing Date, to obtain authorization for listing prior written consent of the Securities Representatives, grant any release or waiver of the restrictions pursuant to, or otherwise modify or amend in any respect, any transfer restrictions that apply to any person or entity pursuant to Section 5.7 of the PIPE Investment Agreement, dated as of June 7, 2020, among the Company and the investors listed on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementSchedule A thereto.
(gm) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(n) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, and any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum (the cost of such memorandum not to exceed $15,000) and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the costs and expenses of the Company relating to investor presentations on any Road Show undertaken in connection with the marketing of the offering of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(o) The Company shall furnish to the Representatives a letter substantially in the form of Exhibit A hereto from each individual who joins the Board of Directors or becomes an “officer” for purposes of Section 16(a) of the Exchange Act and Rule 16a-1(f) promulgated thereunder during the Restricted Period.
Appears in 1 contract
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its commercially reasonable best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its commercially reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of any such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you and your counsel in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will timely file such reports pursuant to the Exchange Act as necessary to make generally available to its security holders and to the Representative Representatives an earnings earning statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(not f) The Company will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to exceed one year from sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock (other than the Securities) or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offeringthis Agreement; provided, however, that the Company shall not be obligated may grant options to qualify purchase shares of Common Stock and issue shares of Common Stock upon the exercise of outstanding options under stock option plans existing as a foreign corporation of the date of this Agreement or in any jurisdiction in which it is not so qualified accordance with the terms of its 401(k) plan or to file a consent to service of process its employee stock purchase plan and may issue or to file annual reports sell Common Stock and/or securities convertible into, or to comply with any other requirements exercisable or exchangeable for, Common Stock in connection with an acquisition or business combination and may file a registration statement with the Commission with respect to any such qualification deemed securities as long as the acquiror of such Common Stock agrees in writing to be bound by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if obligations and as specified restrictions set forth in this AgreementSection 5(i)(f) for the period set forth herein.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder. The several Selling Stockholders agree to (i) pay the fees and expenses of their respective counsel and (ii) all other costs and expenses incident to the performance by the Selling Stockholders of their obligations hereunder.
(ii) Each Selling Stockholder agrees with the several Underwriters that:
(a) Such Selling Stockholder will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Selling Stockholder or any affiliate of the Selling Stockholder or any person in privity with the Selling Stockholder or any affiliate of the Selling Stockholder), directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company (other than the Securities) or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of this Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.; provided, however, that sales of Common Stock by Selling Stockholders subject to this Section 5(ii) (a) made pursuant to plans created under Rule 10b5-1 of the Exchange Act that were in existence as of October 29, 2001 shall not be subject to any restriction under the terms of this Section 5(ii)(a), except for Common Stock owned by either ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, neither of whom shall be permitted to sell Common Stock (other than the Securities) for the duration of the 90-day period set forth in this Section 5(ii)(a).
(b) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) Such Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of (i) any material change in the Company's condition (financial or otherwise), prospects, earnings, business or properties, (ii) any change in information in the Registration Statement or the Prospectus relating to such Selling Stockholder or (iii) any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of such Selling Stockholder. A Selling Stockholder that becomes aware of information that may be responsive to clauses (i) or (iii) of the preceding sentence shall not be required to report such information to the Underwriters so long as (A) such information was received (or deemed received) solely by virtue of such Selling Stockholder's status (or such Selling Stockholder's employee's status) as a director of the Company and (B) the Board of Directors of the Company has made an affirmative determination that such information is not material.
(d) Such Selling Stockholder will comply with the agreement contained in Section 5(i)(h).
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters you that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the SecuritiesNotes, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy with copies for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause each supplement to the Final Prospectus, properly completed, and any supplement thereto Prospectus to be filed (or transmitted for filing) with the Commission as required pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, and will provide evidence satisfactory to the Representative of such timely filing424. The Company will promptly advise the Representative: you (1i) when each supplement to the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, Prospectus shall have been filed (if requiredor transmitted for filing) with the Commission pursuant to Rule 424(b424, (ii) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; (3) when, prior to termination amendment of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, amendment of or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Notes for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus Registration Statement, as then supplemented amended, or the Prospectus, as then supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify the Representative Agents to suspend solicitation of offers to purchase Notes (and, if so notified by the Company, the Agents shall forthwith suspend such event; solicitation and cease using the Prospectus as then amended or supplemented), (2ii) prepare and file with the Commission, subject to the second first sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance; compliance and (3iii) will supply any such amended or supplemented Final Prospectus to you the Agents in such quantities as you the Agents may reasonably request. If such amendment or supplement is satisfactory in all respects to the Agents, the Agents will, upon the filing of such amendment or supplement with the Commission and upon the effectiveness of an amendment to the Registration Statement if such an amendment is required, resume their obligation to solicit offers to purchase Notes hereunder.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative you an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
Act and, not later than 45 days after the end of the 12-month period beginning at the end of each fiscal quarter of the Company (dother than the last fiscal quarter of any fiscal year) The Company will furnish during which the effective date of any post-effective amendment to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy occurs, not later than 90 days after the end of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by fiscal year beginning at the Act, as many copies end of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price last fiscal quarter of any security fiscal year of the Company to facilitate the sale or resale of the Securities.during
Appears in 1 contract
Sources: Distribution Agreement (International Lease Finance Corp)
Agreements. (a) The Company agrees with the several Underwriters Underwriter that:
(ai) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto thereto, to be filed in a form you reasonably approve with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative: Underwriter (1A) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2B) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3C) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4D) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6F) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(bii) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1A) promptly notify the Representative Underwriter of any such event; , (2B) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3C) thereafter promptly supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(ciii) As soon as practicable, the Company will make generally available to its security holders and to the Representative Underwriter an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(div) The Company will furnish to the Representative Underwriter and counsel for the UnderwritersUnderwriter, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(ev) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Underwriter may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(fvi) The Company will endeavorcomply with all applicable securities and other applicable laws, by rules and regulations, including, without limitation, the Closing Date▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to obtain authorization for listing comply with such laws, rules and regulations, including, without limitation, the provisions of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementSarbanes Oxley Act.
(gvii) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(b) The Selling Stockholder agrees with the Underwriter that such Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing from the Execution Time until delivery of a prospectus relating to the Securities by an underwriter or dealer is no longer required under the Act, of any change in information in the Registration Statement or the Final Prospectus relating to such Selling Stockholder that was furnished by or on behalf of such Selling Stockholder expressly for use in the Registration Statement or the Final Prospectus.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.any
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇ ▇▇▇., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice effect any such transaction, for a period of issuance90 days after the date of the Underwriting Agreement, if provided, however, that the Company may issue and as specified sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in this Agreementeffect at the Execution Time and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause comply with the Registration Statement, requirements of Rule 430A and/or Rule 434 if not effective at the Execution Time, and any amendment thereof, to become effectiveas applicable. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus, any Term Sheet or Rule 462(b) Registration Statement) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment amendment, Term Sheet or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when any post-effective amendment to the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of such event; (2) Representatives and prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. Copies of the Registration Statement, each amendment thereto, any Preliminary Final Prospectus and the Final Prospectus and any amendment or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to t▇▇ ▇▇tent permitted by Regulation S-T of the rules and regulations under the Act.
(e) The Company will use its best efforts, if necessary, to qualify arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities, will arrange for the determination of the legality of the Securities (not to exceed one year from the date hereof), for purchase by institutional investors and the Company will pay any the fee of the National Association of Securities Dealers, Inc., in connection with its review review, if any, of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavornot, by until the first business day following the Closing Date, to obtain authorization for listing without prior written consent of the Securities on Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the New York Stock Exchangeoffering of, subject only to official notice of issuance, if and as specified in this Agreementany debt securities issued or guaranteed by the Company other than the Securities.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation confirms as of the price date hereof that it is in compliance with all provisions of any security Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Securities and Exchange Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to facilitate the sale or resale of the SecuritiesDepartment.
Appears in 1 contract
Agreements. (i) The Company agrees with the several Underwriters that:
(a) The Company will use its reasonable best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, one signed copies copy of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing DateCompany), to obtain authorization for listing directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities on Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 90 days after the New York date of the Underwriting Agreement, provided, however, that the Company may grant options and issue and sell Common Stock Exchangepursuant to any employee stock option plan, subject only to official notice stock ownership plan or dividend reinvestment plan of issuance, if the Company in effect at the Execution Time and as specified in this Agreementthe Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(ii) The Selling Stockholder agrees with the several Underwriters that:
(a) The Selling Stockholder will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, or participate in the filing of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of this Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc..
(b) The Selling Stockholder will not take any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(c) The Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of any change in information in the Registration Statement or the Prospectus relating to the Selling Stockholder.
Appears in 1 contract
Sources: Underwriting Agreement (International Rectifier Corp /De/)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.any
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which that will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed (but not original) copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to sell, p▇▇▇▇▇, ▇▇ ▇▇▇e▇▇▇▇▇ dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities); or publicly announce an intention to effect any such transaction, for a period from the Execution Time through the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreementinclusive.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
Appears in 1 contract
Agreements. (i) The Company agrees with the several International Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file (other than, subject to Section 5(i)(f) hereof, the filing of any prospectus or preliminary prospectus relating to an offering of Securities covered by this Agreement or the filing of any document required to be filed under the Exchange Act that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses) any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus Prospectuses or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. During such time the Company will not file any document required to be filed under the Exchange Act that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses unless the Company has furnished to your counsel a copy for their review and comment a reasonable amount of time prior to filing, which comments the Company shall review in good faith. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectuses is otherwise required under Rule 424(b), the Company will cause the Final ProspectusProspectuses, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative International Representatives of such timely filing. The Company will promptly advise the Representative: International Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final ProspectusProspectuses, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus Prospectuses or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which either of the Final Prospectus Prospectuses as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement either of the Final Prospectus Prospectuses to comply with the applicable provisions of the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative International Representatives of any such event; (2) prepare and file with the Commission, subject to the second sentence and third sentences of paragraph (ai)(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus Prospectuses to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative International Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative International Representatives and counsel for the Underwriters, without charge, signed International Underwriters copies of the signed Registration Statement (including exhibits thereto) and to each other International Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an International Underwriter or dealer may be required by the Act, as many copies of each International Preliminary Final Prospectus and the Final International Prospectus and any supplement thereto as the Representative International Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify cooperate with you and with counsel for the Underwriters in connection with the qualification of the Securities for sale under the laws of such jurisdictions as the Representative International Representatives may designate and will take such actions as are necessary to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and International Securities; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Salomon Brothers International Limited or UBS AG, acting through its division Warburg Dillon Read, for a period of 90 days following the Execution Time, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or register, cause to be registered or announce the registration, offering or intended registration or offering of, any other shares of PCS Stock or any securities convertible into or exercisable or exchangeable for shares of PCS Stock, or grant any options or warrants to purchase shares of PCS Stock, except (i) grants of options to purchase PCS Stock and issuances of PCS Stock pursuant to any employee or director benefit plan, including stock option and stock purchase plans and registrations in connection with such grants or issuances, (ii) issuances of PCS Stock pursuant to any dividend reinvestment plan, (iii) issuances of PCS Stock upon conversion of securities or exercise of warrants outstanding on the New York Closing Date which are or become convertible into or exercisable for shares of PCS Stock, (iv) issuances of PCS Stock Exchangein acquisitions or mergers, subject only (v) registrations of PCS Stock for, or issuances of PCS Stock to official notice the Cable Parents, FT and DT in connection with the Offerings or upon any exercise of issuancetheir respective Equity Purchase Rights or registration rights, if (vi) issuances of PCS Stock pursuant to Sprint's Rights Plan, and as specified (vii) issuances, or registrations, of shares of PCS Stock which are issuable to FT, DT or third parties in this Agreementrespect of the shares of the Company's Class A Common Stock held by FT and DT at the Execution Time.
(g) The Company will not take, directly or indirectly, any action designed to result in or that would constitute which has constituted, or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, each Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, each Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of the U.S. Underwriting Agreement and this International Underwriting Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives but not including representatives of the Underwriters in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations under the Underwriting Agreements.
(i) The Company will use its best efforts to cause the Securities to be listed on the New York Stock Exchange.
(ii) Each International Underwriter agrees that (a) it is not purchasing any of the International Securities for the account of any United States or Canadian Person, (b) it has not offered or sold, and will not offer or sell, directly or indirectly, any of the International Securities or distribute any International Prospectus to any person in the United States or Canada, or to any United States or Canadian Person, and (c) any dealer to whom it may sell any of the International Securities will represent that it is not purchasing for the account of any United States or Canadian Person and agree that it will not offer or resell, directly or indirectly, any of the International Securities in the United States or Canada, or to any United States or Canadian Person or to any other dealer who does not so represent and agree; provided, however, that the -------- ------- foregoing shall not restrict (1) purchases and sales between the International Underwriters on the one hand and the U.S. Underwriters on the other hand pursuant to the Agreement Between U.S. Underwriters and International Underwriters, (2) stabilization transactions contemplated under the Agreement Between U.S. Underwriters and International Underwriters, conducted through Salomon Brothers International Limited and UBS AG, acting through its division Warburg Dillon Read (or through the U.S. Representatives and International Representatives) as part of the distribution of the Securities, and (3) sales to or through (or distributions of International Prospectuses or International Preliminary Prospectuses to) persons not United States or Canadian Persons who are investment advisors, or who otherwise exercise investment discretion, and who are [not] purchasing for the account of any United States or Canadian Person.
(iii) The agreements of the International Underwriters set forth in paragraph (ii) of this Section 5 shall terminate upon the earlier of the following events:
(a) a mutual agreement of the U.S. Representatives and the International Representatives to terminate the selling restrictions set forth in paragraph (ii) of this Section 5 and in Section 5(ii) of the U.S. Underwriting Agreement; or
(b) the expiration of a period of 30 days after the Closing Date, unless (A) the International Representatives shall have given notice to the Company and the U.S. Representatives that the distribution of the International Securities by the International Underwriters has not yet been completed, or (B) the U.S. Representatives shall have given notice to the Company and the International Representatives that the distribution of the U.S. Securities by the U.S. Underwriters has not yet been completed. If such notice by the U.S. Representatives or the International Representatives is given, the agreements set forth in such paragraph (ii) shall survive until the earlier of (1) the event referred to in clause (a) of this subsection (iii) or (2) the expiration of an additional period of 30 days from the date of any such notice.
(iv) Each International Underwriter severally represents and agrees that:
(a) it has not offered or sold and, prior to the expiry of six months from the Closing Date, will not offer or sell any International Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments, (whether as principal or agent) for the purpose of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(b) it has complied and will comply with all applicable provisions of the Financial Services ▇▇▇ ▇▇▇▇ with respect to anything done by it in relation to the International Securities, in, from or otherwise involving the United Kingdom; and
(c) it has only issued or passed on, and will only issue or pass on, in the United Kingdom any document received by it in connection with the issue of the International Securities to a person who is of a kind described in Article 11(3) of the Financial Services ▇▇▇ ▇▇▇▇ (Investment Advertisements) (Exemptions) Order 1996 (as amended), or a person to whom the document may otherwise lawfully be issued or passed on.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act (or with respect to information incorporated therein by reference, the Exchange Act Act) or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as reasonably practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings earning statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offeringsuch documents.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of [NAME OF LEAD UNDERWRITER], offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing DateCompany or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, until the Business Day set forth on Schedule I hereto. [ADD EXCEPTIONS AS AGREED TO BETWEEN THE COMPANY AND THE UNDERWRITERS.]
(g) The Company will comply with all applicable securities laws, rules and regulations, including, without limitation, the Sarbanes Oxley Act and shall use its best efforts to cause the Company’s directors and officers, in their capacities as such, to obtain authorization for listing comply with such securities laws, rules and regulations, including, without limitation, the provisions of the Securities Sarbanes Oxley Act. The Company will comply with all other laws, rules and regulations and shall use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, except, with respect to laws, rules and regulations other than securities laws, rules and regulations and the Sarbanes Oxley Act, to the extent noncompliance with such laws, rules and regulations would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the New York Stock Exchangecondition (financial or otherwise), subject only to official notice earnings, business or properties of issuance, if the Company and its subsidiaries considered as specified in this Agreementa whole.
(gh) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters Underwriter that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriter with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriter of such timely filing. The Company will promptly advise the Representative: Underwriter (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify the Representative Underwriter of such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3iii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Underwriter an earnings statement or statements of the Company and its subsidiaries the Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Underwriter and counsel for the UnderwritersUnderwriter, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Underwriter may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Shares or any securities convertible into, or exercisable, or exchangeable for, Common Shares; or publicly announce an intention to effect any such transaction, for a period of 30 days after the date of the Underwriting Agreement; provided, however, that the Company may issue and sell Common Shares pursuant to any employee or trustee option or long-term incentive plan, share ownership plan or dividend purchase or reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Shares issuable upon the conversion or redemption of securities or the exercise of options or warrants outstanding at the Execution Time or the conversion or redemption of units in the Operating Partnership outstanding at the Execution Time; or the conversion of equity in any of the Subsidiaries identified on Schedule I as "Joint Ventures" pursuant to and in accordance with conversion rights in effect at the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementExecution Time.
(g) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Prospectus.
(h) The Company, during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Act, the Exchange Act and the rules and regulations thereunder within the time periods required thereby.
(i) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes Oxley Act, and will use its best efforts to cause the Company's trustees and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes Oxley Act.
(j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(k) The Company will not be or become, at any time prior to the expiration of three years after the date of the Agreement, an "investment company," as such term is defined in the Investment Company Act.
(l) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code for each of its taxable years for so long as the Board of Trustees of the Company deems it in the best interests of the Company's stockholders to remain so qualified.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents documents, in paper or electronic form, relating to the offeringoffering of the Securities.
(e) The Company will use its best efforts, in cooperation with the Underwriters, to arrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc.Inc. (“NASD”), in connection with its review of the offeringoffering of the Securities; provided, however, that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, until the Business Day set forth on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementSchedule I hereto.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(h) The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Final Prospectus under the caption “Use of Proceeds.”
Appears in 1 contract
Sources: Underwriting Agreement (Nationwide Financial Services Inc/)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the SecuritiesSenior Notes, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the SecuritiesSenior Notes, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Senior Notes for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities Senior Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; , and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the Securities qualification of the Senior Notes for sale under the laws of such jurisdictions as the Representative Representatives may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and Senior Notes; provided that in no event shall the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Senior Notes, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Until the Business Day set forth on Schedule I hereto, the Company will endeavornot, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Stock ExchangeCompany or any affiliate of the Company) directly or indirectly, subject only to official notice of issuanceor announce the offering of, if and as specified in this Agreementany debt securities issued or guaranteed by the Company (other than the Senior Notes, commercial paper or other short-term debt).
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SecuritiesSenior Notes.
(h) The Company will issue and deliver the Collateral Bonds to the Senior Trustee as security for the Senior Notes in the manner described in the Final Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Wisconsin Public Service Corp)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which subsidiary that will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The Company will endeavornot, without the prior written consent of Needham & Company, LLC, offer, sell, contract to sell, pledge, or ▇▇▇▇▇wise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock Exchangeor any securities convertible into, subject only or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to official notice effect any such transaction, until the expiration of issuancethe Lock-Up Period as set forth in Section 17, if provided, however, that (i) the Company may issue and as specified sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in this Agreementeffect at the Execution Time and (ii) the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time.
(g) The Company will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Sarbanes Oxley Act, and use its best efforts to cause the Company's directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes Oxley Act.
(h) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(i) The Company will cause each of its officers, directors and certain stockholders designated by the Representatives to furnish to the Representatives a letter substantially in the form of Exhibit A hereto.
Appears in 1 contract
Sources: Underwriting Agreement (Nastech Pharmaceutical Co Inc)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its reasonable best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of such event; (2i) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3ii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomeSecurities.
(f) The Until the business date set forth on Schedule I hereto, the Company will endeavornot, by without the Closing Date, to obtain authorization for listing consent of the Securities on the New York Stock ExchangeRepresentatives, subject only offer, sell or contract to official notice of issuancesell, if and as specified in this Agreement.
(g) The Company will not takeor otherwise dispose of, directly or indirectly, or announce the offering of, any action designed to debt securities issued or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of guaranteed by the Company to facilitate the sale or resale of (other than the Securities).
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative Representatives of such event; , (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best effortsarrange, if necessary, to qualify for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, provided that in no event shall the Company shall not be obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to file a consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to file annual reports or to comply with sale of the Securities, in any other requirements in connection with such qualification deemed by the Company to be unduly burdensomejurisdiction where it is not now so subject.
(f) The [Until the Business Day set forth on Schedule I hereto, the] [The] Company will endeavornot, [for a period of ___ days following the Execution Time] without the prior written consent of [specify Underwriter], offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Closing Date, to obtain authorization for listing Company or any affiliate of the Securities on Company or any person in privity with the New York Stock ExchangeCompany or any affiliate of the Company) directly or indirectly, subject only or announce the offering of, [(i)] any debt securities issued or guaranteed by the Company (other than the Securities) [or (ii) shares of any class of capital stock of the Company (other than the Securities) which is preferred as to official notice the payment of issuancedividends, if and or as specified in this Agreementto the distribution of assets upon any liquidation or dissolution of the Company, over shares of any other class of capital stock of the Company].
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1i) notify the Representative Representatives of such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; compliance and (3iii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings earning statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and (provided, however, that in connection therewith, the Company will not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction where it is not then so subject), will maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof)Securities, and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review review, if any, of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by Until the date immediately following the Closing Date, to obtain authorization for listing the Company will not, without the prior written consent of the Securities on Representatives, offer, sell, contract to sell or otherwise dispose of, directly or indirectly, or announce the New York Stock Exchange, subject only to official notice offering of issuance, if and as specified in this Agreementany debt securities issued or guaranteed by the Company (other than the Securities).
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute which has constituted or that which might reasonably be expected to cause or result inresult, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Coca Cola Bottling Co Consolidated /De/)
Agreements. The Company agrees and Holdings jointly and severally agree with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriters of such timely filing. The Company will use its best efforts to cause the Bank Registration Statement to be filed with the OCC in accordance with applicable rules and regulation of the OCC. Prior to the termination of the offering of the Securities, no amendment of or supplement to the Bank Registration Statement will be filed unless the Company has furnished you a copy for your review prior to filing and no such proposed amendment or supplement to which you reasonably object shall be filed. The Company will promptly advise the Representative: Underwriters (1) when the Registration Statement and the Bank Registration Statement, if not effective at the Execution Time, shall have become effective; , (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement or the Bank Registration Statement shall have been filed or become effective; , (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5) of the issuance by the Commission or the OCC of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction Bank Registration Statement or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; that purpose and (36) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify the Securities for sale under the laws of such jurisdictions as the Representative may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities (not to exceed one year from the date hereof), and the Company will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.
(f) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.of
Appears in 1 contract
Sources: Underwriting Agreement (Huntington Preferred Capital Inc)
Agreements. The Company Each of the Partnership Parties, jointly and severally, agrees with the several Underwriters Underwriter that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the SecuritiesUnits, the Company Partnership will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Base Prospectus or any Rule 462(b) Registration Statement unless the Company Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company The Partnership will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriter with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Underwriter of such timely filing. The Company Partnership will promptly advise the Representative: Underwriter (1i) when the Registration Statement, if not effective at the Execution Time, shall have become effective; (2) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; , (3ii) when, prior to termination of the offering of the SecuritiesUnits, any amendment to the Registration Statement shall have been filed or become effective; , (4iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose; purpose and (6v) of the receipt by the Company Partnership of any notification with respect to the suspension of the qualification of the Securities Units for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) The Partnership will prepare a final term sheet, containing solely a description of final terms of the Units and the offering thereof, in the form approved by you and attached as Schedule VI hereto and file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which (i) the Disclosure Package or any Issuer Free Writing Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading or (ii) any Issuer Free Writing Prospectus would conflict with the information in the Registration Statement or the Prospectus, the Partnership will (A) notify promptly the Underwriter so that any use of the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, may cease until it is amended or supplemented; (B) amend or supplement the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, to correct such statement, omission or conflict; and (C) supply any amendment or supplement to the Underwriter in such quantities as it may reasonably request.
(d) If, at any time when a prospectus relating to the Securities Units is required to be delivered under the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Company Prospectus, the Partnership promptly will promptly: (1i) notify the Representative Underwriter of any such event; , (2ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance; , (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (3iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(ce) As soon as practicable, the Company Partnership will make generally available to its security holders unitholders and to the Representative Underwriter an earnings statement or statements of the Company Partnership and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act158.
(df) The Company Partnership will furnish to the Representative Underwriter and counsel for the UnderwritersUnderwriter, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Final Prospectus, the Prospectus and the Final each Issuer Free Writing Prospectus and any supplement thereto as the Representative Underwriter may reasonably request. The Company Partnership will pay the expenses of printing or other production of all documents relating to the offering.
(eg) The Company Partnership will use its best effortsarrange, if necessary, to qualify for the Securities qualification of the Units for sale under the laws of such jurisdictions as the Representative Underwriter may designate and to will maintain such qualifications in effect so long as required for the distribution of the Securities Units; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Units, in any jurisdiction where it is not now so subject.
(not to exceed one year from h) The Partnership agrees that, unless it has or shall have obtained the date hereof)prior written consent of the Underwriter, and the Company will pay any fee Underwriter agrees with the Partnership that, unless it has or shall have obtained, as the case may be, the prior written consent of the National Association of Securities DealersPartnership, Inc.it has not made and will not make any offer relating to the Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433, other than a free writing prospectus containing the information contained in connection with its review the final term sheet prepared and filed pursuant to Section 5(b) hereto; provided that the prior written consent of the offeringparties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Underwriter or the Partnership is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Partnership agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(i) The Partnership will not, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership Parties, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 60 days (the “Lock-up Period”) after the date of the Underwriting Agreement, provided, however, that the Company shall not be obligated Partnership may, without the prior written consent of the Underwriter, (A) effect the registration of the offer and sale of the Units as contemplated by this Agreement; (B) issue and sell Common Units pursuant to qualify the Partnership’s long-term incentive plan described in the Registration Statement, the Disclosure Package and the Prospectus and the Partnership may issue Common Units issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time; (C) issue Common Units or any securities convertible or exchangeable into Common Units as a foreign corporation in payment of any jurisdiction in which it is not so qualified or to file a consent to service part of process or to file annual reports or to comply with the purchase price for any other requirements in connection with such qualification deemed businesses that are acquired by the Company Partnership or its subsidiaries including the Transaction, provided, in all cases other than the Transaction, that any recipient of such Common Units must agree in writing to be unduly burdensomebound by the terms of this Section 5(g) for the remaining term of the Lock-Up Period; (D) file (or participate in the filing of) a registration statement solely relating to the entrance by the Partnership into a definitive agreement related to such an acquisition by the Partnership or its subsidiaries, provided that, notwithstanding anything in this Agreement to the contrary, the prior approval of the Underwriter shall be required in the event that the Partnership files (or participates in the filing of) a registration statement during the Lock-Up Period prior to the entrance by the Partnership into a definitive agreement related to such acquisition; and (E) issue Common Units or any securities that are convertible or exchangeable into Common Units pursuant to an effective registration statement that is filed pursuant to clause (D). Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs, or (y) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The Partnership will provide the Underwriter and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) hereof with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period.
(fj) The Company will endeavor, by the Closing Date, to obtain authorization for listing of the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this Agreement.
(g) The Company Partnership will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company Partnership to facilitate the sale or resale of the SecuritiesUnits.
(k) The Partnership Parties agree to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the New York Stock Exchange; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriter relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriter relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership and (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder.
(l) The Partnership Parties agree to apply the net proceeds from the sale of the Units being sold by the Partnership as set forth in the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (American Midstream Partners, LP)
Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed, and with the Registrar of Companies in Bermuda, prescribed and will provide evidence satisfactory to the Representative Representatives of such timely filing. The Company will promptly advise the Representative: Representatives (1i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective; , (2ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; ), (3iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective; , (4iv) of any request by the Commission or its staff for any amendment of the Registration Statement, Statement or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information; , (5v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; purpose and (6vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will promptly: (1) notify the Representative of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representative Representatives an earnings statement or statements of the Company and its subsidiaries which Subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representative Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will use its best efforts, if necessary, to qualify arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative Representatives may designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Securities, will arrange for the determination of the legality of the Securities (not to exceed one year from the date hereof), for purchase by institutional investors and the Company will pay any the fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensomeif any.
(f) The Until the business date set forth on Schedule I hereto, the Company will endeavornot, without the consent of the Representatives, offer, sell or contract to sell, or announce the offering of, any debt securities issued or guaranteed by the Closing Date, to obtain authorization for listing of Company (other than the Securities on the New York Stock Exchange, subject only to official notice of issuance, if and as specified in this AgreementSecurities).
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation confirms as of the price date hereof that it is in compliance with all provisions of any security Section 1 of Laws of Florida, Chapter 92- 198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Securities and Exchange Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to facilitate the sale or resale of the SecuritiesDepartment.
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Sources: Underwriting Agreement (Mercantile Bancorporation Inc)