Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 37 contracts
Samples: Underwriting Agreement (Nuveen California Amt-Free Municipal Income Fund), Underwriting Agreement (Nuveen Connecticut Premium Income Municipal Fund), Underwriting Agreement (Nuveen North Carolina Premium Income Municipal Fund)
Compliance with Registration Requirements. The Partnership meets the requirements for the use of Form F-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserNavios Entities, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, (including any prospectus wrapper, if any) at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the statements made by the Partnership (a) in the most recent preliminary prospectus as of the Applicable Time and (b) in the Prospectus or any amendments or supplements thereto at the time the Prospectus or any such amendments or supplements were issued, in each case within the coverage of Rule 175(b) of the 1933 Act Regulations, including any projections of results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. As of the Applicable Time Time, neither (as defined below), x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C Schedules B-1 and E hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus (as defined below), and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 12 contracts
Samples: Underwriting Agreement (Navios Maritime Partners L.P.), Underwriting Agreement (Navios Maritime Partners L.P.), Underwriting Agreement (Navios Maritime Partners L.P.)
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit D hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain 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, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8-A under the 1934 Act is effective.
Appears in 8 contracts
Samples: Underwriting Agreement (Miller/Howard High Income Equity Fund), Underwriting Agreement (Calamos Dynamic Convertible & Income Fund), Underwriting Agreement (DoubleLine Income Solutions Fund)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 6 contracts
Samples: Underwriting Agreement (Nuveen California Dividend Advantage Municipal Fund 3), Underwriting Agreement (Nuveen California Dividend Advantage Municipal Fund 3), Underwriting Agreement (Nuveen Ohio Dividend Advantage Municipal Fund 3)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 6 contracts
Samples: Underwriting Agreement (Nuveen Pennsylvania Municipal Value Fund), Underwriting Agreement (Nuveen Enhanced Municipal Value Fund), Underwriting Agreement (Nuveen California Municipal Value Fund 2)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Trust has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 5 contracts
Samples: Purchase Agreement (Blackrock Municipal Income Trust Ii), Purchase Agreement (Blackrock California Municipal Income Trust Ii), Purchase Agreement (Blackrock New York Municipal Income Trust Ii)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Fund in writing by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 5 contracts
Samples: Purchase Agreement (Neuberger Berman Intermediate Municipal Fund Inc), Purchase Agreement (Neuberger Berman New York Intermediate Municipal Fund Inc), Purchase Agreement (Neuberger Berman California Intermediate Municipal Fund Inc)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement post-effective amendment thereto has been issued under the 1933 Act, or and no order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose purpose, have been instituted or are pending or, to the knowledge of the Manager, the Fund or the Investment either Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto (filed before the applicable Settlement Date) became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)applicable Settlement Date, the Registration Statement, the Rule 462(b) Registration Statementany post-effective amendment thereto, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)each Settlement Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Agent for use in the Registration Statement or Prospectus. As of the each Applicable Time (as defined below)Time, the Rule 482 Statement (as defined below) ), if any, issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) and the information included on Schedule C hereto), all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not and will not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 5 contracts
Samples: Equity Distribution Agreement (Nuveen Municipal High Income Opportunity Fund 2), Equity Distribution Agreement (Nuveen Municipal Value Fund Inc), Equity Distribution Agreement (Nuveen Senior Income Fund)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Securities Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated threatened by the CommissionCommission or any state regulatory authority, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities Units are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Securities Act and the Rules and Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities Units are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties in this subsection shall not apply to statements in or omissions from the Applicable Time (as defined below), the Rule 482 Registration Statement (as defined below) issued at or prior to the Applicable Time, if anyany amendment thereto), the Statutory Prospectus (as defined below) at the Applicable Time (as defined below) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use therein; it being understood that the market-related data included in the Registration Statement and the Prospectus shall not constitute written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative. Nothing has come to the attention of the Company that has caused the Company to believe that the market-related data included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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 Registration Statement and the circumstances under which they were made, Prospectus is not misleading. As based on or derived from sources that are reliable and accurate (in accordance with the methodologies used to derive such market-related data set forth in this subsection and elsewhere the underlying source material) in this Agreement:all material respects.
Appears in 4 contracts
Samples: Navitas International CORP, Navitas International CORP, Navitas International CORP
Compliance with Registration Requirements. Each of the Registration Statement (and any Rule 462(b) Registration Statement and any post-effective amendment thereto, if filed on or before the date hereof) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and the Company has complied with any request on the part of the Commission for additional information has been complied withinformation. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, thereto at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included included, or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through GAF expressly for use in the Registration Statement (or any amendment thereto), a preliminary prospectus (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto), including the information set forth in Section SECTION 6(a) hereof. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below), originally filed or as part of any amendment thereto complied when so filed in all material respects with the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) 1933 Act and the information included on Schedule C hereto1933 Act Regulations, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.
Appears in 3 contracts
Samples: Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP)
Compliance with Registration Requirements. The Company meets the requirements for use of an automatic shelf registration statement, as defined in Rule 405, on Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become became effective upon filing under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. No notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company. The initial effective date of the Registration Statement was not earlier than the date three years before the date hereof. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time (and if any Option Securities are purchased, at Registration Statement’s “new effective date” with respect to the Date Underwriters pursuant to Rule 430B(f)(2) of Delivery)the 1933 Act Regulations, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, as of its date, at the time the Prospectus or any such amendment or supplement was issued date hereof and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), included or complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not, does not, and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission. Each Preliminary Prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Initial Sale Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable TimePreliminary Prospectus, if any, the Statutory any Issuer Free Writing Prospectus (as defined below) identified on Schedule II hereto, and together with the information included on Schedule C heretothe Pricing Term Sheet (as hereinafter defined), all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, any Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with any information furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement or any post-effective amendment thereto, any Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, any Issuer Free Writing Prospectus, any road show or the Disclosure Package (the “Underwriter Information”). The parties acknowledge and agree that the Underwriter Information consists solely of the material included in the third, eighteenth and nineteenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:
Appears in 3 contracts
Samples: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
Compliance with Registration Requirements. Each The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (Registration No. 333-188133), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Transaction Securities which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Transaction Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement and has heretofore been filed with the Commission. All of the Transaction Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement has become effective is filed, will be duly registered under the 1933 Securities Act and no stop order suspending with the effectiveness filing of the Registration Statement or any such Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 3 contracts
Samples: Underwriting Agreement (NeuroMetrix, Inc.), Underwriting Agreement (NeuroMetrix, Inc.), Underwriting Agreement (NeuroMetrix, Inc.)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Trust has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be “materially different”, as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Trust has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection the Rules and elsewhere in this Agreement:Regulations relating to the payment of filing fees thereof.
Appears in 3 contracts
Samples: Purchase Agreement (BlackRock Enhanced Dividend Achievers Trust), Purchase Agreement (BlackRock Enhanced Dividend Achievers Trust), Form of Purchase Agreement (Blackrock Strategic Dividend Achievers Trust)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement post-effective amendment thereto has been issued under the 1933 Act, or and no order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose purpose, have been instituted or are pending or, to the knowledge of the Manager, the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto (filed before the applicable Settlement Date) became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)applicable Settlement Date, the Registration Statement, the Rule 462(b) Registration Statementany post-effective amendment thereto, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)each Settlement Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Agent for use in the Registration Statement or Prospectus. As of the each Applicable Time (as defined below)Time, the Rule 482 Statement (as defined below) ), if any, issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) and the information included on Schedule C hereto), all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not and will not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 3 contracts
Samples: Equity Distribution Agreement (Nuveen Municipal Value Fund Inc), Equity Distribution Agreement (Nuveen Municipal High Income Opportunity Fund 2), Equity Distribution Agreement (Nuveen Municipal High Income Opportunity Fund 2)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserManager, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As misleading (except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished to the Fund by or on behalf of the Applicable Time (as defined belowUnderwriters expressly for use therein). If Rule 434 is used, the Fund will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) 434 and the information Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included on Schedule C heretoin the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all considered together (collectively, material respects with the “General Disclosure Package”) Rules and Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 3 contracts
Samples: Cohen & Steers Reit & Preferred Income Fund Inc, Cohen & Steers Dividend Majors Fund, Inc., Cohen & Steers Reit & Utility Income Fund Inc
Compliance with Registration Requirements. The Company meets the requirements for use of an automatic shelf registration statement, as defined in Rule 405, on Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become became effective upon filing under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. No notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company. The initial effective date of the Registration Statement was not earlier than the date three years before the date hereof. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time (and if any Option Securities are purchased, at Registration Statement’s “new effective date” with respect to the Date Underwriters pursuant to Rule 430B(f)(2) of Delivery)the 1933 Act Regulations, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, as of its date, at the time the Prospectus or any such amendment or supplement was issued date hereof and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), included or complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not, does not, and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission. Each Preliminary Prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Initial Sale Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable TimePreliminary Prospectus, if any, the Statutory any Issuer Free Writing Prospectus (as defined below) identified on Schedule II hereto and the information included on Schedule C III hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, any Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with any information furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement or any post-effective amendment thereto, any Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, any Issuer Free Writing Prospectus, any road show or the Disclosure Package (the “Underwriter Information”). The parties acknowledge and agree that the Underwriter Information consists solely of the material included in the first sentence of paragraph 4, the first sentence of paragraph 10 and the third and fourth sentences of paragraph 11, each relating to price stabilization activities, the first sentence of paragraph 12 and paragraph 13 relating to electronic prospectus delivery under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:
Appears in 3 contracts
Samples: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc), Arbor Realty (Arbor Realty Trust Inc)
Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of Act and the 1940 Act, and no Company has not received any notice that proceedings for any such that purpose have been instituted or are pending orand, to the knowledge of the Fund or the Investment AdviserCompany, no such proceedings are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C D hereto, all considered together (collectively, the “"General Disclosure Package”"), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 2 contracts
Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-1 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C heretoprice per share and number of shares to be offered, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 2 contracts
Samples: Purchase Agreement (Orexigen Therapeutics, Inc.), Purchase Agreement (Orexigen Therapeutics, Inc.)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 0000 Xxx. The Company has not received notice of any stop order issued under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, any post-effective amendment thereto and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times times, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included set forth on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 2 contracts
Samples: Purchase Agreement (Colony Financial, Inc.), Purchase Agreement (Colony Financial, Inc.)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserManager, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below)If Rule 434 is used, the Fund will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) 434 and the information included on Schedule C heretoProspectus shall not be "materially different", all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As as such term is used in this subsection and elsewhere Rule 434, from the prospectus included in this Agreement:the
Appears in 2 contracts
Samples: Purchase Agreement (Chartwell Dividend & Income Fund Inc), Chartwell Dividend & Income Fund Inc
Compliance with Registration Requirements. Each of the The Company is eligible to use Form N-2. The Registration Statement and Statement, any Rule 462(b) Registration Statement has and any other post-effective amendment thereto have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any the Rule 462(b) Registration Statement Statement, if any, and any post-effective amendments thereto became effective and effective, at the Applicable Time and on the Closing Time Date (and and, if any Option Securities are purchased, at the Date of DeliveryOption Closing Date), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto Statement complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Rules and Regulations Regulations, and the Registration Statement did not and or will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued issued, and at on the Closing Time Date (and and, if any Option Securities are purchased, at the Date of DeliveryOption Closing Date), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As ; provided, however, that none of the Applicable Time Company, the Adviser or the Administrator makes any representation or warranty as to the information contained in or omitted from the Registration Statement, or the Prospectus (as defined belowor any supplement thereto), in reliance upon and in conformity with information furnished in writing to the Rule 482 Company by or on behalf of the Underwriter specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as defined belowsuch in Section 6 hereof. Each of (i) issued at or prior to the General Disclosure Package, when taken together as a whole, and (ii) each electronic road show when taken together as a whole with the General Disclosure Package, does not, as of the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include contain 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, not misleading. As used The preceding sentence does not apply to statements in this subsection or omissions from the General Disclosure Package in reliance upon and elsewhere in this Agreement:conformity with information furnished in writing to the Company by or on behalf of the Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as such in Section 6 hereof. The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto, any preliminary prospectus, the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriter (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T of the Commission (“Regulation S-T”).
Appears in 2 contracts
Samples: Underwriting Agreement (Golub Capital BDC, Inc.), Underwriting Agreement (GOLUB CAPITAL BDC, Inc.)
Compliance with Registration Requirements. Each The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (Registration No. 333-203592), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Transaction Securities, which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Transaction Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement and has heretofore been filed with the Commission. All of the Transaction Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement has become effective is filed, will be duly registered under the 1933 Securities Act and no stop order suspending with the effectiveness filing of the Registration Statement or any such Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 2 contracts
Samples: Underwriting Agreement (Perseon Corp), Underwriting Agreement (Perseon Corp)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at on the time respective date of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 2 contracts
Samples: Nuveen Municipal High Income Opportunity Fund 2, Nuveen Municipal High Income Opportunity Fund 2
Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of Act and the 1940 Act, and no Company has not received any notice that proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C D-1 hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 2 contracts
Samples: Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose purpose, have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto (filed before the Closing Time) became effective and at the Closing Time Time, as hereinafter defined (and and, if any Option Securities Shares are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities Shares are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Fund by or on behalf of any Underwriter for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. If a Rule 460(x) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Shares, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 2 contracts
Samples: Tortoise Energy Infrastructure Corp, Tortoise Energy Infrastructure Corp
Compliance with Registration Requirements. The offer and sale of the Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserPartnership, are contemplated by the Commission, and any request on the part of by the Commission for additional information has been complied withwith or otherwise resolved with the Commission. At The Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and at the respective times that the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and or will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and become effective they did not and or will not not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of its date and at the Closing Time Date (and as defined in Section 2(c) hereof) (and, if any Option Securities are purchased, at the applicable Option Closing Date of Delivery(as defined in Section 2(b) hereof)), included contained or will include contain an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below)Time, the Rule 482 Statement (as defined below) each Issuer Free Writing Prospectus issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C Exhibit B hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include contain any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The representations and warranties set forth in this subsection the three immediately preceding paragraphs shall not apply to statements in or omissions from the Registration Statement, the Prospectus or the General Disclosure Package made in reliance upon and elsewhere in this Agreement:conformity with the Underwriting Information (as defined in Section 7(a) hereof) furnished to the Partnership in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424(b) in connection with the offering of the Securities (including, without limitation, the Statutory Prospectus and the Prospectus), complied and will comply when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto and the copies of the Statutory Prospectus, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. At the time of filing the Initial Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, and at the date hereof, the Partnership was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limiting the foregoing, the Partnership has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (QR Energy, LP), Underwriting Agreement (QR Energy, LP)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserManager, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As misleading (except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished to the Fund by or on behalf of the Applicable Time (as defined belowUnderwriters expressly for use therein). If Rule 434 is used, the Fund will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) 434 and the information Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included on Schedule C heretoin the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all considered together (collectively, material respects with the “General Disclosure Package”) Rules and Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 2 contracts
Samples: Form of Purchase Agreement (Cohen & Steers Quality Income Realty Fund Inc), Purchase Agreement (Cohen & Steers Premium Income Realty Fund Inc)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the any Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 2 contracts
Samples: Underwriting Agreement (Nuveen Build America Bond Fund), Underwriting Agreement (Nuveen Build America Bond Fund)
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time, and the information included on Schedule C G hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 2 contracts
Samples: Purchase Agreement (Iconix Brand Group, Inc.), Purchase Agreement (Iconix Brand Group, Inc.)
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) and as of the information included on Schedule C heretoApplicable Time, all considered together (collectively, the “"General Disclosure Package”"), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 2 contracts
Samples: Purchase Agreement (Skywest Inc), Stock Purchase Agreement (Skywest Inc)
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As ; provided, however, that the Fund, the Adviser and the Subadviser makes no representations or warranties as to the information contained in or omitted from the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto in reliance upon and in conformity with information furnished in writing to the Fund, the Adviser and the Subadviser by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Applicable Time (information described as defined below), the Rule 482 Statement (as defined belowsuch in Section 6(b) issued at or prior to the Applicable Time, if any, the Statutory hereof. The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit E hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain 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, not misleading; provided, however, that the Fund, the Adviser and the Subadviser makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund, the Adviser and the Subadviser by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8-A under the 1934 Act is effective.
Appears in 1 contract
Samples: Underwriting Agreement (THL Credit Senior Loan Fund)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose purpose, have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto (filed before the Closing Time) became effective and at the Closing Time (and if any Option Securities are purchasedTime, at the Date of Delivery)as hereinafter defined, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Fund by or on behalf of any Underwriter for use in the Registration Statement or Prospectus. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) ), the Preliminary Prospectus and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure PackageGENERAL DISCLOSURE PACKAGE”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Underwriting Agreement (Tortoise Energy Capital Corp)
Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto, or the use of the related preliminary prospectus, has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except with respect to information furnished to the Company by or on behalf of the Underwriters expressly for use therein. Neither the Prospectus nor any amendments or supplements thereto, thereto at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time Time, neither (as defined below), the Rule 482 Statement x) any Issuer General Use Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the pricing information included on Schedule C hereto, all considered together (collectively, the “"General Disclosure Package”"), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Underwriting Agreement (American Safety Insurance Holdings LTD)
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement Statement, if any, has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement Statement, if any, and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration Statement, if any, will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit D hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain 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, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8-A under the 1934 Act is effective.
Appears in 1 contract
Samples: Underwriting Agreement (AllianzGI Convertible & Income 2024 Target Term Fund)
Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. A final Mutual Reliance Review System Decision Document has been received from the Reviewing Authority on behalf of itself and the Qualifying Authorities in respect of the Base PREP Prospectus and no order ceasing or suspending the distribution of the Securities has been issued or, to the knowledge of the Company, is contemplated by the Reviewing Authority or any of the Qualifying Authorities. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective under the 1933 Act and at all times subsequent thereto up to and including the Closing Time (as defined in Section 2(c)) (and if any Option Securities are purchased, at the Date of Delivery), ): (A) the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not 1933 Act Regulations; (B) the Canadian Prospectus complied and will not comply in all material respects with the Canadian Securities Laws applicable in the Province of British Columbia as interpreted and applied by the Reviewing Authority (including the PREP Procedures) and the Canadian Securities Laws applicable in the Qualifying Provinces; (C) neither the Registration Statement, the Rule 462(b) Registration Statement nor any amendment or supplement thereto contained or will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither ; (D) the U.S. Prospectus, any U.S. Preliminary Prospectuses and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of jurisdictions outside the United States and Canada in which the U.S. Prospectus nor and such U.S. Preliminary Prospectuses, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of Reserved Securities; and (E) the Canadian Prospectus and any amendments or supplements thereto constituted and will constitute full, true and plain disclosure of all material facts relating to the Company and the Securities, and each of the U.S. Prospectus, the Canadian Prospectus, and any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued did not and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary contained in this subsection 1(a)(i), the representations and warranties contained in this subsection 1(a)(i) do not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through RBCDS expressly for use in the Registration Statement, the U.S. Prospectus, any Issuer Free Writing Prospectus, the Canadian Prospectus or any amendment or supplement thereto. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) ), if any, issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Underwriting Agreement (Oncogenex Technologies Inc)
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As ; provided, however, that the Fund, the Adviser and the Subadviser makes no representations or warranties as to the information contained in or omitted from the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto in reliance upon and in conformity with information furnished in writing to the Fund, the Adviser and the Subadvisers by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Applicable Time (information described as defined below), the Rule 482 Statement (as defined belowsuch in Section 6(b) issued at or prior to the Applicable Time, if any, the Statutory hereof. The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit E hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain 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, not misleading; provided, however, that the Fund, the Adviser and the Subadvisers make no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund, the Adviser and the Subadvisers by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8-A under the 1934 Act is effective.
Appears in 1 contract
Samples: Underwriting Agreement (Eagle Growth & Income Opportunities Fund)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Trust has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Purchase Agreement (BlackRock Global Equity Income Trust)
Compliance with Registration Requirements. Each The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and (including, if applicable, any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or (including, if applicable, any Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration StatementStatement (including, if applicable, any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto became effective and at the Closing Time (and AND, if any Option Securities are purchased, at the each Date of Delivery), the Registration StatementStatement (including, the if applicable, any Rule 462(b) Registration Statement, the notification on Form N-8A ) and any post-effective amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the each Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below)If Rule 434 is used, the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:the
Appears in 1 contract
Samples: Purchase Agreement (Service Corporation International)
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Merrill Lynch expressly for use in the Registration Statement (ox xxx xmendmenx thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, complied when so filed in all material respects with the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) 1933 Act Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.
Appears in 1 contract
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, Rule 462(b) Registration Statement and any post-effective amendments thereto or the Prospectus and any amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Fund by any Underwriter in writing expressly for use in the Registration Statement, Rule 462(b) Registration Statement and any post-effective amendments thereto or in the Prospectus and any amendments or supplements thereto. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Trust has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 1 contract
Samples: Purchase Agreement (Calamos Convertible Opportunities & Income Fund)
Compliance with Registration Requirements. The Operating Partnership meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserOperating Partnership, are contemplated by the CommissionCommission or the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Operating Partnership threatened by the Commission or the state securities authority of any jurisdiction. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Operating Partnership's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules 1933 Act Regulations and Regulations the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission under the Indenture Act (the "1939 Act Regulations") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither At the Prospectus nor date of the Prospectus, and at each Representation Date, the Prospectus, and any amendments or and supplements thereto, at the time the Prospectus or any such amendment or supplement was issued thereto did not and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If the Operating Partnership elects to rely upon Rule 434 of the Applicable Time (as defined below)1933 Act Regulations, the Operating Partnership will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to 434. Notwithstanding the Applicable Time, if anyforegoing, the Statutory Prospectus (as defined below) representations and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, or the Prospectus made in reliance upon and elsewhere in this Agreement:conformity with information furnished to the Operating Partnership in writing by any Underwriter through Xxxxxxx Sachs expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Underwritten Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Operating Partnership has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees therefor.
Appears in 1 contract
Samples: Underwriting Agreement (Reckson Operating Partnership Lp)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Trust has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Trust has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will wil l include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined defin ed below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “"General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto"), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) 1933 Act Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.
Appears in 1 contract
Samples: Asyst Technologies Inc /Ca/
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Underwriting Agreement (Western Asset Mortgage Defined Opportunity Fund Inc.)
Compliance with Registration Requirements. The Fund meets the requirements for use of Form N-2 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or either of the Investment AdviserAdviser or the Subadviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. If required, the Fund has received any orders exempting the Fund from any provisions of the Investment Company Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities Shares are purchased, at the Date of Delivery), ) the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and or supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Investment Company Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus Prospectus, nor any amendments or supplements thereto, at the time the Prospectus or any such amendment amendments or supplement was supplements thereto were issued and at the Closing Time (and and, if any Option Securities Shares are purchased, at the Date of Delivery), ) included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the General Disclosure Package or the Prospectus made in reliance upon and in conformity with information furnished to the Fund in writing by the Underwriters expressly for use in the Registration Statement, the General Disclosure Package or the Prospectus. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Purchase Agreement (MLP & Strategic Equity Fund Inc.)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisors, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (except any post-effective amendments filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Securities is completed) became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus delivered to the Underwriters for use in connection with the offering of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) Securities and the information included on Schedule C heretoprospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all considered together (collectively, material respects with the “General Disclosure Package”) Rules and Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments sale of the Securities, the Fund has complied or supplements thereto, did will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not include any untrue statement of a material fact apply to statements or omit omissions relating to state any material fact necessary the Underwriters made in order reliance on and in conformity with information furnished in writing to make the statements therein, Fund by the Underwriters or their agents expressly for use in the light Registration Statement, the 462(b) Registration Statement, Prospectus or preliminary prospectus (or any amendment or supplement to any of the circumstances under which they were madeforegoing), not misleading. As used or with respect to representations of the Fund, the descriptions of each of the Advisors (referred to in this subsection Section (1)(b)(iii) and elsewhere in (c)(iii) of this Agreement:) contained in the foregoing.
Appears in 1 contract
Samples: Western Asset Claymore Us Treasury Inflation Pro Sec Fund 2
Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretoif any, did not include when considered together with the General Disclosure Package, included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Underwriting Agreement (Funtalk China Holdings LTD)
Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or, as amended or supplemented, as applicable, will include an untrue statement of a material fact or omitted or, as amended or supplemented, as applicable, will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. As of The Rule 482 Statement (as defined below), if any, issued at or prior to the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C heretohereto as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleadingmisleading (except that this representation and warranty does not apply to statements in or omissions from the General Disclosure Package made in reliance upon and in conformity with information relating to the Underwriter furnished to the Fund and the Adviser by or on behalf of the Underwriter expressly for use therein). As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Purchase Agreement (Duff & Phelps Utility & Corporate Bond Trust Inc)
Compliance with Registration Requirements. Each of At the Effective Time, the Registration Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any Rule 462(bsupplements thereto) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Actwill, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Securities Act and the Rules Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and Regulations and the respective rules thereunder; at the Effective Time, the Registration Statement did not and or will not contain an include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto; and, at the time Effective Time, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus or (together with any such amendment or supplement was issued and at the Closing Time (and if thereto) will not, include any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The preceding sentence does not apply to (i) that part of the Applicable Time Registration Statement which shall constitute the Statement of Eligibility and Qualification (as defined below), Form T-1) of the Rule 482 Trustee under the Trust Indenture Act or (ii) information contained in or omitted from the Registration Statement or the Prospectus (as defined belowor any supplement thereto) issued at or prior in reliance upon and in conformity with written information furnished to the Applicable Time, if any, Company through the Statutory Prospectus Representative by or on behalf of any Underwriter specifically for use therein (as defined below) the "Underwriters' Information"). The parties acknowledge and agree that the information Underwriters' Information consists solely of the material included in the last paragraph on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement cover page of a material fact or omit to state any material fact necessary in order to make the statements thereinProspectus, in the light paragraph on the inside front cover page of the circumstances Prospectus concerning stabilization by the Underwriters and in the second, third and fifth paragraphs under which they were madethe caption "Underwriting" in the Registration Statement, not misleadingthe Preliminary Prospectus and the Prospectus. As used The Indenture conforms in this subsection all respects to the requirements of the Trust Indenture Act and elsewhere in this Agreement:the rules and regulations of the Commission thereunder.
Appears in 1 contract
Samples: Friendlys Restaurants Franchise Inc
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “"General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto"), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no Act. Neither the Company nor the A-1 Series has received notice of any stop order issued under the 1933 Act suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Actany post-effective amendment thereto, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund Company or the Investment AdviserA-1 Series, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times times, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included set forth on Schedule C B hereto, all considered together (collectively, the “"General Disclosure Package”"), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and when considered together with the General Disclosure Package, nor (z) any amendments or supplements thereto, did not include individual Written Testing-the-Waters Communication included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Etre Reit, LLC
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at on the time respective date of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the any Rule 482 Statement (as defined below) issued delivered at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “"General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto"), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Underwriting Agreement (Guggenheim Build America Bonds Managed Duration Trust)
Compliance with Registration Requirements. Each of The Securities have been duly registered under the Securities Act pursuant to the Registration Statement and any Rule 462(b) Statement. The Registration Statement has become became effective under the 1933 Securities Act upon filing with the Commission. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act (“Rule 405”), and the Securities have been and remain eligible for registration by the Company on an automatic shelf registration statement and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective and at as of the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)date hereof, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act. The conditions for the use of Form S-3ASR, as set forth in the General Instructions thereto, have been complied with and the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the 1940 requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and the Rules and Regulations and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of their respective dates, and at each Applicable Time and Settlement Date (as defined below), as the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)case may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties set forth in the Applicable Time (immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as defined below)amended or supplemented, the Rule 482 Statement (as defined below) issued at or prior made in reliance upon and in conformity with information furnished to the Applicable Time, if any, Company in writing by the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements Placement Agent expressly for use therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.
Appears in 1 contract
Samples: Equity Distribution Agreement (Ashford Hospitality Trust Inc)
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the First Closing Time Date (and and, if any Option Optional Securities are purchased, at the Date of Delivery), Optional Closing Date) the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the First Closing Time Date (and and, if any Option Optional Securities are purchased, at the Date of DeliveryOptional Closing Date), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together B hereto (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Underwriting Agreement (Orexigen Therapeutics, Inc.)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdministrator, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “"General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto"), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Clough Global Opportunities Fund
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the The Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C heretohereto as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the AMR-223237-v5 2 80-20710670 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “"General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto"), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Purchase Agreement (First Trust Global Credit Strategies Fund)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Securities Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated threatened by the CommissionCommission or any state regulatory authority, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities Units are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Securities Act and the Rules and Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities Units are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties in this subsection shall not apply to statements in or omissions from the Applicable Time (as defined below), the Rule 482 Registration Statement (as defined below) issued at or prior to the Applicable Time, if anyany amendment thereto), the Statutory Prospectus (as defined below) at the Applicable Time (as defined below) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and Company by any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements Underwriter through FTN expressly for use therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.
Appears in 1 contract
Samples: Navitas International CORP
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted xx Xegulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 1 contract
Samples: Evergreen Income Advantage Fund
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at on the time respective date of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Purchase Agreement (Nuveen Global Government Enhanced Income Fund)
Compliance with Registration Requirements. Each of The Securities have been duly registered under the Securities Act pursuant to the Registration Statement and any Rule 462(b) Statement. The Registration Statement has become effective under the 1933 Act Securities Act, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any registration statement filed by the Company to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”) and any post-effective amendments thereto became or becomes effective and as of the date hereof, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, have been complied with and the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the 1940 requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and the Rules and Regulations and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of their respective dates, and at each Applicable Time and Settlement Date (as defined below), as the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)case may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties set forth in the Applicable Time (immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as defined below)amended or supplemented, the Rule 482 Statement (as defined below) issued at or prior made in reliance upon and in conformity with information furnished to the Applicable Time, if any, Company in writing by the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements Placement Agent expressly for use therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.
Appears in 1 contract
Samples: Equity Distribution Agreement (Arbor Realty Trust Inc)
Compliance with Registration Requirements. Each The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and (including, if applicable, any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or (including, if applicable, any Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration StatementStatement (including, if applicable, any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the each Date of Delivery), the Registration StatementStatement (including, the if applicable, any Rule 462(b) Registration Statement, the notification on Form N-8A ) and any post-effective amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the each Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below)If Rule 434 is used, the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:the
Appears in 1 contract
Samples: Equity Corp International
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserManager, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As misleading (except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished to the Fund by or on behalf of the Applicable Time (as defined belowUnderwriters expressly for use therein). If Rule 434 is used, the Fund will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) 434 and the information Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included on Schedule C heretoin the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all considered together (collectively, material respects with the “General Disclosure Package”) Rules and Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 1 contract
Compliance with Registration Requirements. Each The Securities have been duly registered under the Securities Act pursuant to the Registration Statement. The Registration Statement has or will become effective under the Securities Act prior to the issuance of any Placement Notices by the Company, or, with respect to any registration statement to be filed to register the offer and sale of the Registration Statement and any Securities pursuant to Rule 462(b) under the Securities Act, including the documents incorporated by reference therein (a “Rule 462(b) Registration Statement has Statement”), will be filed with the Commission and become effective under the 1933 Securities Act no later than 10:00 p.m., Eastern Time, on the date required to increase the dollar amount of Securities available to be offered and sold under the Registration Statement, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective and at as of the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)date hereof, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act. The conditions for the use of Form F-3 or Form S-3, as applicable, as set forth in the General Instructions thereto, have been complied with and the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the 1940 requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and the Rules and Regulations and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of their respective dates, and at each Applicable Time and Settlement Date (as defined below), as the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)case may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties set forth in the Applicable Time (immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as defined below)amended or supplemented, made in reliance upon and in conformity with the Rule 482 Statement Agent Information (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:.
Appears in 1 contract
Samples: Equity Distribution Agreement (Strongbridge Biopharma PLC)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at on the time respective date of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Advent/Claymore Global Convertible Securities & Income Fund
Compliance with Registration Requirements. The Company meets the requirements for use of Form F-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, thereto at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Xxxxxxx Xxxxx and Citigroup expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below), originally filed or as part of any amendment thereto complied when so filed in all material respects with the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) 1933 Act Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.
Appears in 1 contract
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserManager, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished to the Fund by or on behalf of the Underwriters expressly for use therein). As of The Rule 482 Statement (as defined below), if any, issued at or prior to the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C heretohereto as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleadingmisleading (except that this representation and warranty does not apply to statements in or omissions from the General Disclosure Package made in reliance upon and in conformity with information relating to the Underwriters furnished to the Fund by or on behalf of the Underwriters expressly for use therein). As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Management Agreement (Cohen & Steers Closed-End Opportunity Fund, Inc.)
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations, and the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit E hereto, all considered together (collectively, the “"General Disclosure Package”") and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain 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, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(c) hereof. As used in this subsection and elsewhere in this Agreement:The Fund's registration statement on Form 8-A under the 1934 Act is effective.
Appears in 1 contract
Samples: Underwriting Agreement (Eaton Vance Tax-Managed Global Diversified Equity Income Fund)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or no order of suspension or revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Trust has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Management Agreement (BlackRock Defined Opportunity Credit Trust)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Trust has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment an Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 1 contract
Samples: Pioneer Floating Rate Trust
Compliance with Registration Requirements. Each of The Securities have been duly registered under the Securities Act pursuant to the Registration Statement and any Rule 462(b) Statement. The Registration Statement has become effective under the 1933 Act Securities Act, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any registration statement filed by the Company to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”) and any post-effective amendments thereto became or becomes effective and as of the date hereof, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, have been complied with and the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the 1940 requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and the Rules and Regulations and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of their respective dates, and at each Applicable Time and Settlement Date (as defined below), as the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)case may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties set forth in the Applicable Time immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with the Agent Information (as defined belowhereinafter defined), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:.
Appears in 1 contract
Samples: Equity Distribution Agreement (Arbor Realty Trust Inc)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdministrator, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “"General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto"), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Clough Global Opportunities Fund
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit E hereto, all considered together (collectively, the “"General Disclosure Package”") and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain 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, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund's registration statement on Form 8-A under the 1934 Act is effective.
Appears in 1 contract
Samples: Underwriting Agreement (First Trust High Income Long/Short Fund)
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Fund, the Adviser or the Investment a Sub-Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit G hereto, all considered together (collectively, the “"General Disclosure Package”") and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain 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, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund's registration statement on Form 8-A under the 1934 Act is effective.
Appears in 1 contract
Samples: Underwriting Agreement (First Trust Dynamic Europe Equity Income Fund)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the (i) any Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, and (ii) the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Underwriting Agreement (Western Asset High Yield Defined Opportunity Fund Inc.)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Fund, the Manager or the Investment AdviserDistributor, are pending or are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Allianz RCM Global EcoTrends Fund
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit D hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain 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, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8-A under the 1934 Act is effective.
Appears in 1 contract
Samples: Underwriting Agreement (Federated Enhanced Treasury Income Fund)
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-1 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b462(d) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b462(d) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose purpose, have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b462(d) Registration Statement and any post-effective amendments amendment thereto relating to the issuance and sale of the Shares to the Investors (filed before the Closing Time) became effective and at the Closing Time (and if any Option Securities are purchasedTime, at the Date of Delivery)as hereinafter defined, the Registration Statement, the Rule 462(b462(d) Registration Statement, the notification on of Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus, any Preliminary Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus, Preliminary Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, Prospectus or Preliminary Prospectus made in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Placement Agent for use in the Registration Statement or Prospectus. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if anydate hereof, the Statutory Prospectus (as defined below) and the information included on Schedule C A hereto, all considered together (collectively, the “General Disclosure PackageGENERAL DISCLOSURE PACKAGE”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:, “Statutory Prospectus” as of any time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Placement Agent for use in connection with the issuance and sale of Shares to the Investors was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(d) Registration Statement is required in connection with the issuance and sale of the Shares to the Investors, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. At the time of filing the Registration Statement, any 462(d) Registration Statement and any post-effective amendments thereto relating to the issuance and sale of the Shares to the Investors and at the date hereof, the Fund was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.
Appears in 1 contract
Samples: Placement Agency Agreement (Tortoise Energy Infrastructure Corp)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no Act. Neither the Company nor the A-1 Series has received notice of any stop order issued under the 1933 Act suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Actany post-effective amendment thereto, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund Company or the Investment AdviserA-1 Series, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included set forth on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and when considered together with the General Disclosure Package, nor (z) any amendments or supplements thereto, did not include individual Written Testing-the-Waters Communication included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b462(d) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b462(d) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose purpose, have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b462(d) Registration Statement and any post-effective amendments amendment thereto relating to the issuance and sale of the Shares to the Investors (filed before the Closing Time) became effective and at the Closing Time (and if any Option Securities are purchasedTime, at the Date of Delivery)as hereinafter defined, the Registration Statement, the Rule 462(b462(d) Registration Statement, the notification on of Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus, any Preliminary Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus, Preliminary Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, Prospectus or Preliminary Prospectus made in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Placement Agent for use in the Registration Statement or Prospectus. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if anydate hereof, the Statutory Prospectus (as defined below) and the information included on Schedule C A hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:, “Statutory Prospectus” as of any time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Placement Agent for use in connection with the issuance and sale of Shares to the Investors was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”), except to the extent permitted by Regulation S-T. If a Rule 462(d) Registration Statement is required in connection with the issuance and sale of the Shares to the Investors, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. At the time of filing the Registration Statement, any 462(d) Registration Statement and any post-effective amendments thereto relating to the issuance and sale of the Shares to the Investors and at the date hereof, the Fund was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.
Appears in 1 contract
Samples: Purchase Agreement (Tortoise Energy Infrastructure Corp)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at on the time respective date of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Purchase Agreement (Advent/Claymore Global Convertible Securities & Income Fund)
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act, pursuant to the Registration Statement. Each of the Registration Statement Statement, any amendment thereto and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no Act. No stop order suspending the effectiveness of the Registration Statement Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or order suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by contemplated. The Fund and the CommissionAdvisers, and any as applicable, have complied with each request on the part of (if any) from the Commission for additional information has been complied withinformation. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations Regulations. Each preliminary prospectus and did not and will not contain an untrue statement the Prospectus, as the case may be, filed as part of a material fact the effective Registration Statement or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor as part of any amendments or supplements amendment thereto, at or filed pursuant to Rule 497 under the time 1933 Act, complied as to form when so filed in all material respects with the Prospectus or any such amendment or supplement was issued Rules and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Dealer for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees therefor.
Appears in 1 contract
Samples: Western Asset (Western Asset Middle Market Debt Fund Inc.)
Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund Company or the Investment AdviserICG LP, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto (including any prospectus wrapper) complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, any preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of Reserved Securities. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time [and the information included on Schedule C C-1 hereto], all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together B hereto (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Original Registration Statement and any post-effective amendments each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Purchase Agreement (SWS Group Inc)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Purchase Agreement (Delaware Enhanced Global Dividend & Income Fund)
Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)or become effective, the Initial Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of their respective filing dates, at the Closing Time (and if Date, at any Option Closing Date, and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities are purchased(including, at the Date of Deliverywithout limitation, pursuant to Rule 173(d)), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time Time, neither (as defined below), the Rule 482 Statement (as defined belowa) any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C Exhibit F hereto, all considered together (collectively, the “First General Disclosure Package”), nor (b) if applicable, any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the Statutory Prospectus and each preliminary prospectusthe Issuer Pricing Free Writing Prospectus, all considered together (collectively, the “Second General Disclosure Package”; the First General Disclosure Package and the Second General Disclosure Package (if any) are hereinafter called, collectively, the “General Disclosure Packages” and, individually, a “General Disclosure Package,” provided that, if an Issuer Pricing Free Writing Prospectus is not prepared in connection with the offering contemplated by this Agreement, then all references to the “Second General Disclosure Package” shall be disregarded and all references to the “General Disclosure Packages” and any amendments “General Disclosure Package” shall be deemed to mean the First General Disclosure Package, mutatis mutandis), nor (c) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the First General Disclosure Package, included or supplements thereto, did not will include any untrue statement of a material fact or omitted or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.
Appears in 1 contract
Samples: Underwriting Agreement (Energy & Exploration Partners, Inc.)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments sale of the Securities, the Fund has complied or supplements thereto, did will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not include any untrue statement of a material fact apply to statements or omit omissions relating to state any material fact necessary the Underwriters made in order reliance on and in conformity with information furnished in writing to make the statements therein, Fund by the Underwriters or their agents expressly for use in the light Registration Statement, 462(b) Registration Statement, Prospectus or preliminary prospectus (or any amendment or supplement to any of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:foregoing).
Appears in 1 contract
Samples: Pimco Corporate Opportunity Fund
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no Act. The Company has not received notice of any stop order issued under the 1933 Act suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Actany post-effective amendment thereto, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times times, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included set forth on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and when considered together with the General Disclosure Package, nor (z) any amendments or supplements thereto, did not include individual Written Testing-the-Waters Communication included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Colony American Homes, Inc.
Compliance with Registration Requirements. The Operating Partnership meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserOperating Partnership, are contemplated by the CommissionCommission or the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Operating Partnership, threatened by the Commission or the state securities authority of any jurisdiction. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Operating Partnership's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules 1933 Act Regulations and Regulations the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission under the Indenture Act (the "1939 Act Regulations") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither At the Prospectus nor date of the Prospectus, and at each Representation Date, the Prospectus, and any amendments or and supplements thereto, at the time the Prospectus or any such amendment or supplement was issued thereto did not and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If the Operating Partnership elects to rely upon Rule 434 of the Applicable Time (as defined below)1933 Act Regulations, the Operating Partnership will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to 434. Notwithstanding the Applicable Time, if anyforegoing, the Statutory Prospectus (as defined below) representations and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, or the Prospectus made in reliance upon and elsewhere in this Agreement:conformity with information furnished to the Operating Partnership in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Underwritten Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Operating Partnership has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees therefor.
Appears in 1 contract
Samples: Underwriting Agreement (Reckson Operating Partnership Lp)
Compliance with Registration Requirements. At the time of filing it met and for the purposes of this offering, the Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)effective, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and and, as amended, as applicable, will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and and, as amended, as applicable, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or, as amended or supplemented, as applicable, will include an untrue statement of a material fact or omitted or, as amended or supplemented, as applicable, will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together B hereto (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserPAFM, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be “materially different”, as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments sale of the Securities, the Fund has complied or supplements thereto, did will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not include any untrue statement of a material fact apply to statements or omit omissions relating to state any material fact necessary the Underwriters made in order reliance on and in conformity with information furnished in writing to make the statements therein, Fund by the Underwriters or their agents expressly for use in the light Registration Statement, 462(b) Registration Statement, Prospectus or preliminary prospectus (or any amendment or supplement to any of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:foregoing).
Appears in 1 contract
Samples: Purchase Agreement (PIMCO Floating Rate Strategy Fund)
Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund Company or the Investment AdviserGuarantor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules 1933 Act Regulations and Regulations the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
Samples: Purchase Agreement (MF Global Finance North America Inc.)
Compliance with Registration Requirements. The Operating Partnership meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserOperating Partnership, are contemplated by the CommissionCommission or the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Operating Partnership, threatened by the Commission or the state securities authority of any jurisdiction. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Operating Partnership's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules 1933 Act Regulations and Regulations the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission under the Indenture Act (the "1939 Act Regulations") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither At the Prospectus nor date of the Prospectus, and at each Representation Date, the Prospectus, and any amendments or and supplements thereto, at the time the Prospectus or any such amendment or supplement was issued thereto did not and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If the Operating Partnership elects to rely upon Rule 434 of the Applicable Time (as defined below)1933 Act Regulations, the Operating Partnership, will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to 434. Notwithstanding the Applicable Time, if anyforegoing, the Statutory Prospectus (as defined below) representations and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not 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, not misleading. As used warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, or the Prospectus made in reliance upon and elsewhere in this Agreement:conformity with information furnished to the Operating Partnership in writing by any Underwriter through First Union expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Underwritten Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Operating Partnership has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees therefor.
Appears in 1 contract
Samples: Underwriting Agreement (Reckson Operating Partnership Lp)
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extexx xermitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not 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 sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.
Appears in 1 contract
Samples: Evergreen Managed Income Fund
Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the each Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not 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, not misleading. As used in this subsection and elsewhere in this Agreement:
Appears in 1 contract
