Covenants of the Company and the Guarantor Clause Samples
The "Covenants of the Company and the Guarantor" clause sets out specific promises and obligations that both the company and its guarantor must fulfill during the term of an agreement. These covenants may include requirements such as maintaining certain financial ratios, providing regular financial reports, or refraining from taking on additional debt without consent. By clearly outlining these ongoing duties, the clause helps ensure that both parties act in a manner that protects the interests of the other party, thereby reducing risk and promoting transparency throughout the contractual relationship.
Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the Company and the Guarantor jointly and severally covenant and agree with each Underwriter as follows:
(a) The Guarantor will furnish to you, without charge, a signed copy of the Registration Statement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably object.
(c) The Guarantor will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object.
(d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to t...
Covenants of the Company and the Guarantor. The Company and the Guarantor covenant with the Representative(s) and with each Underwriter participating in the offering of Underwritten Securities, as follows:
Covenants of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, covenant and agree with each Underwriter as follows:
Covenants of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant with each Underwriter, as follows:
Covenants of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, covenant and agree with each of the Initial Purchasers that:
(a) The Company and the Guarantor will not amend or supplement the Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent. The Company and the Guarantor will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities by the Initial Purchasers.
(b) The Company and the Guarantor will cooperate with the Initial Purchasers in arranging for the qualification of the Initial Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Initial Securities; provided, however, that in connection therewith, neither the Company nor the Guarantor shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject.
(c) If, at any time prior to the completion of the distribution by the Initial Purchasers of the Initial Securities or the Private Exchange Notes, any event occurs or information becomes known as a result of which the Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Memorandum to comply with applicable law, the Company will promptly notify the Initial Purchasers thereof and will prepare, at the expense of the Company, an amendment or supplement to the Final Memorandum that corrects such statement or omission or effects such compliance.
(d) The Company will, without charge, provide to the Initial Purchasers and to counsel for the Initial Purchase...
Covenants of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant with each Agent as follows:
Covenants of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, covenant with each Initial Purchaser as follows:
Covenants of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, covenant with each Underwriter as follows:
(a) The Company and the Guarantor, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement, shall become effective, (ii) of the mailing or the delivery to the Commission for filing of the Prospectus or any amendment to the Registration Statement or amendment or supplement to the Prospectus or any document to be filed pursuant to the 1934 Act during any period when the Prospectus is required to be delivered under the 1933 Act, (iii) of the receipt of any comments or inquiries from the Commission relating to the Registration Statement or Prospectus, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or preliminary prospectus supplement, or of the suspension of the qualification of the Securities and the Guarantees for offering or sale in any jurisdiction, or of or the initiation or threatening of any proceedings for any of such purposes. The Company and the Guarantor will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. If the Company and the Guarantor elect to rely on Rule 434 under the 1933 Act Regulations, the Company and the Guarantor will prepare an "abbreviated term sheet" that complies with the requirements of Rule 434 under the 1933 Act Regulations. If the Company and the Guarantor elect not to rely on Rule 434, the Company and the Guarantor will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file or transmit for filing with the Commission such Prospectus in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York on the business day immediately succeeding the date hereof. If the Company and the Guarantor elect to rely on Rule 434, the Company and the Guarantor will provide the Underwriters with copies of the form of Rule 434...
Covenants of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant and agree with each Underwriter as follows:
(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to file any issuer free writing prospectus to the extent required by Rule 433 under the Securities Act, and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; if required by Rule 430B(h) under the Securities Act, to prepare a form of prospectus in a form approved by the Representatives and to file such form of prospectus pursuant to Rule 424(b) under the Securities Act not later than may be required by Rule 424(b) under the Securities Act. The Company has paid the required Commission filing fees relating to the Securities.
(b) To furnish to you, without charge, four signed copies of the Registration Statement and the documents incorporated by reference therein (in each case, excluding exhibits thereto) and to furnish to you in New York City, without charge, and during the period mentioned in Section 6(f) or 6(g) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request; however, the Company shall not be required to furnish such documents (other than the Prospectus) if they are available, free of charge, by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.
(c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus prior to the Closing Date (other than an amendment or supplement as a result of a filing by the Company under the Exchange Act with the Commission), to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required ...
Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters herein contained, each of the Company and the Guarantor covenants with each Underwriter as follows:
(a) To furnish the Manager, without charge, one signed copy of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish the Manager in New York City, without charge, prior to 10:00 a.