Covenants of the Issuers. The Issuers, jointly and severally, covenant and agree with each of the Underwriters that: (a) The Issuers will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act, and the Issuers will file promptly all reports and any definitive proxy or information statements required to be filed by the Issuers 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; and the Issuers will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the second business day following the date of this Agreement in such quantities as the Representatives may reasonably request. The Issuers will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date. (b) The Issuers will not amend or supplement any of the Registration Statement, the Time of Sale Information or the Prospectus or any amendment or supplement thereto of which the Representatives shall not previously have been advised and furnished a copy for a reasonable period of time prior thereto and as to which the Representatives shall not have given their consent. The Issuers will promptly, upon the reasonable request of the Representatives or counsel for the Underwriters, make any amendments or supplements to any of the Registration Statement, the Time of Sale Information or the Prospectus that may be necessary or advisable in connection with the resale of the Securities by the Underwriters. (c) If requested by the Representatives, the Issuers will cooperate with the Underwriters in arranging for the qualification of the Securities for offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Underwriters may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, none of the Issuers 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 then so subject. (d) Before making, preparing, using, authorizing, approving or referring to any Issuer Free Writing Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of such Issuer Free Writing Prospectus for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Representatives reasonably object. (e) If, during the Prospectus Delivery Period, any event occurs or information becomes known as a result of which any of the Registration Statement, the Time of Sale Information or the Prospectus 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 Registration Statement, the Time of Sale Information or the Prospectus to comply with applicable law, the Issuers will promptly notify the Representatives thereof and will prepare, at the expense of the Issuers, an amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus that corrects such statement or omission or effects such compliance. (f) The Issuers will deliver, without charge, to the Representatives, during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.
Appears in 5 contracts
Sources: Underwriting Agreement (Directv), Underwriting Agreement (Directv), Underwriting Agreement (Directv)
Covenants of the Issuers. The IssuersIssuers and the Guarantors, jointly and severally, covenant and agree with each of the Underwriters that:
(a) The Issuers will file the final Final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, ; that they will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act, ; and the Issuers will file promptly all reports and any definitive proxy or information statements required to be filed by the Issuers with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Final Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the SecuritiesNotes; and the Issuers will furnish copies of the Final Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M.a.m., New York City time, on the second business day following next succeeding the date of this Agreement in such quantities as the Representatives Representative may reasonably request. The Issuers will pay the registration fees for this relating to the offering of the Notes within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.
(b) The Issuers will not amend or supplement any of the Registration Statement, the Time of Sale Information or the Prospectus or any amendment or supplement thereto of which the Representatives shall not previously have been advised and furnished a copy for a reasonable period of time prior thereto and as to which the Representatives shall not have given their consent. The Issuers will promptly, upon the reasonable request of the Representatives or counsel for the Underwriters, make any amendments or supplements to any of the Registration Statement, the Time of Sale Information or the Prospectus that may be necessary or advisable in connection with the resale of the Securities by the Underwriters.
(c) If requested by the Representatives, the Issuers will cooperate with the Underwriters in arranging for the qualification of the Securities for offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Underwriters may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, none of the Issuers 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 then so subject.
(d) Before making, preparing, using, authorizing, approving or referring to any Issuer Free Writing Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of such Issuer Free Writing Prospectus for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Representatives reasonably object.
(e) If, during the Prospectus Delivery Period, any event occurs or information becomes known as a result of which any of the Registration Statement, the Time of Sale Information or the Prospectus 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 Registration Statement, the Time of Sale Information or the Prospectus to comply with applicable law, the Issuers will promptly notify the Representatives thereof and will prepare, at the expense of the Issuers, an amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus that corrects such statement or omission or effects such compliance.
(f) The Issuers will deliver, without charge, (i) to the RepresentativesRepresentative, if requested, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Final Prospectus (including all amendments and supplements thereto and documents incorporated by reference thereinthereto) and each Issuer Free Writing Prospectus as the Representatives Representative may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters Applicable Time that a prospectus relating to the Securities Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities Notes by any Underwriter or dealer.
Appears in 2 contracts
Sources: Underwriting Agreement (Tesoro Logistics Lp), Underwriting Agreement (Tesoro Logistics Lp)
Covenants of the Issuers. The Issuers, jointly and severally, Issuers covenant and agree with each of the Underwriters Initial Purchasers that:
(a) The Issuers will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act, and the Issuers will file promptly all reports and any definitive proxy or information statements required to be filed by the Issuers 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; and the Issuers will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the second business day following the date of this Agreement in such quantities as the Representatives may reasonably request. The Issuers will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.
(b) The Issuers will not amend or supplement any of the Registration Statement, the Time of Sale Information or the Prospectus Memorandum or any amendment or supplement thereto of which the Representatives Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time (which shall not in any case be longer than three business days) prior thereto to the proposed amendment or supplement and as to which the Representatives Initial Purchasers shall not have given their consentconsent (which shall not be unreasonably withheld). The Issuers will promptly, upon the reasonable request of the Representatives or counsel for the UnderwritersInitial Purchasers, make any amendments or supplements to any of the Registration Statement, the Time of Sale Information or the Prospectus Memorandum that may be necessary or advisable in connection with the resale of the Securities by the UnderwritersInitial Purchasers (except to the extent any such amendment or supplement requested would, in the reasonable judgment of the Issuers, render the statements made in the Memorandum, as proposed to be amended or supplemented, misleading).
(cb) If requested by the Representatives, the The Issuers will cooperate with the Underwriters Initial Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or “"Blue Sky” " laws and securities laws of such jurisdictions any relevant jurisdiction, including the United States and any relevant European country, as the Underwriters Initial Purchasers may reasonably designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, none of the Issuers no Issuer 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 then so subject.
(d) Before making, preparing, using, authorizing, approving or referring to any Issuer Free Writing Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of such Issuer Free Writing Prospectus for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Representatives reasonably object.
(ec) If, during at any time prior to the Prospectus Delivery Periodearlier of 90 days after the Closing Date and the completion of the distribution by the Initial Purchasers of the Securities, any event occurs or information becomes known as a result of which any which, in the opinion of counsel for the Registration StatementInitial Purchasers or counsel for the Issuers, the Time of Sale Information or the Prospectus 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 Registration Statement, the Time of Sale Information or the Prospectus Memorandum to comply with applicable law, the Issuers will promptly notify the Representatives Initial Purchasers thereof and will prepare, at the expense of the Issuers, an amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus Memorandum that corrects such statement or omission or effects such compliance.
(fd) The Issuers will deliverwill, without charge, provide to the Representatives, during Initial Purchasers and to counsel for the Prospectus Delivery Period (as defined below), Initial Purchasers as many copies of the Prospectus (including all amendments Memorandum and supplements any amendment or supplement thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives Initial Purchasers may reasonably request. As used herein, .
(e) The Issuers will apply the term “Prospectus Delivery Period” means such period of time after proceeds from the first date of the public offering sale of the Securities as set forth under "Use of Proceeds" in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered Memorandum.
(or required to be delivered but for Rule 172 under the Securities Actf) in connection with sales For so long as any of the Securities remain outstanding, the Issuers will furnish to the Initial Purchasers copies of all reports and other communications (financial or otherwise) furnished by any Underwriter of the Issuers to the Trustee or dealerto the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by any of the Issuers with the Commission or any national securities exchange on which any class of securities of the Company may be listed.
(g) Prior to the Closing Date, the Company will furnish to the Initial Purchasers, as soon as they have been prepared, a copy of any unaudited interim consolidated financial statements of Xxxxxxx, if any, for any period subsequent to the period covered by the most recent financial statements appearing in the Memorandum.
(h) None of the Issuers or any of their Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities.
(i) None of the Issuers, any of their affiliates (as defined in Rule 501 under the Act) nor any person acting on their behalf (excluding the Initial Purchasers as to which no representation is made) will offer or sell the Notes by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act or, with respect to Notes offered or sold outside the United States, by means of any "directed selling efforts" within the meaning of Regulation S.
(j) For so long as any of the Securities remain outstanding, the Issuers will make available at their expense, upon request, to any seller and any prospective purchaser designated by such seller of such Securities the information specified in Rule 144A(d)(4) under the Act, unless all the Issuers are then subject to Section 13 or 15(d) of the Exchange Act.
(k) The Issuers will use their reasonable best efforts to (i) permit the Securities to be designated as PORTAL-eligible securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers ("NASD") relating to trading in the NASD's Portal Market (the "Portal Market") and (ii) permit the Securities to be eligible for clearance and settlement through DTC.
(l) The Issuers will use their reasonable best efforts to (i) effect the listing of the Securities on the Luxembourg Stock Exchange as soon as is practicable and (ii) maintain the listing of the Securities on the Luxembourg Stock Exchange for so long as the Securities are outstanding.
(m) The Issuers shall cause Brightfield Corporation not to engage in any action other than those solely related to its liquidation.
Appears in 2 contracts
Sources: Purchase Agreement (Bluewater Offshore Production Systems Usa Inc), Purchase Agreement (Bluewater Offshore Production Systems Usa Inc)
Covenants of the Issuers. The IssuersIn further consideration of the agreements of the Underwriter herein contained, the Company and the Trust jointly and severally, severally covenant and agree with each of the Underwriters thatUnderwriter as follows:
(a) The Issuers will file To furnish the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430AUnderwriter, 430B or 430C under the Securities Actwithout charge, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act, and the Issuers will file promptly all reports and any definitive proxy or information statements required to be filed by the Issuers 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; and the Issuers will furnish [two] signed copies of the Prospectus Registration Statement (including exhibits thereto) and each Issuer Free Writing Prospectus (to furnish the extent not previously delivered) to the Underwriters Underwriter in New York City City, without charge, prior to 10:00 A.M., a.m. New York City time, time on the second business day following next succeeding the date of this Agreement and during the period mentioned in such quantities Section 6(c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Representatives Underwriter may reasonably request. The Issuers will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.
(b) The Issuers will not amend Before amending or supplement any of supplementing the Registration Statement, the Time of Sale Information Statement or the Prospectus or any Prospectus, to furnish to the Underwriter a copy of each such proposed amendment or supplement thereto of which and, except to the Representatives shall extent otherwise required by law, not previously have been advised and furnished a copy for a reasonable period of time prior thereto and as to file any such proposed amendment or supplement to which the Representatives shall not have given their consent. The Issuers will promptly, upon the reasonable request of the Representatives or counsel for the Underwriters, make any amendments or supplements to any of the Registration Statement, the Time of Sale Information or the Prospectus that may be necessary or advisable in connection with the resale of the Securities by the UnderwritersUnderwriter reasonably objects.
(c) If requested by If, during such period after the Representatives, the Issuers will cooperate with the Underwriters in arranging for the qualification first date of the Securities for public offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Underwriters may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that Preferred Securities as in connection therewith, none the opinion of the Issuers 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 then so subject.
(d) Before making, preparing, using, authorizing, approving or referring to any Issuer Free Writing Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of such Issuer Free Writing Prospectus for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Representatives reasonably object.
(e) If, during Underwriter the Prospectus Delivery Periodis required by law to be delivered in connection with sales by an Underwriter or dealer, any event occurs shall occur or information becomes known condition exist as a result of which any of the Registration Statement, the Time of Sale Information it is necessary to amend or supplement the Prospectus as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if if, in the opinion of counsel for any other reason the Underwriter, it is necessary at any time to amend or supplement the Registration Statement, the Time of Sale Information or the Prospectus to comply with applicable law, the Issuers will promptly notify the Representatives thereof and will forthwith to prepare, file with the Commission and furnish, at its own expense, to the expense Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Company) to which Preferred Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the Issuerscircumstances when the Prospectus is delivered to a purchaser, an amendment be misleading or supplement so that the Prospectus, as amended or supplemented, will comply with law.
(d) To endeavor to qualify the Preferred Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request.
(e) During the period when the Prospectus is required to be delivered under the Securities Act, to file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 and 15 of the Exchange Act subsequent to the time the Registration Statement, the Time of Sale Information or the Prospectus that corrects such statement or omission or effects such complianceStatement becomes effective.
(f) The Issuers will deliver, without charge, To make generally available to the Representatives, during Trust’s security holders and to the Prospectus Delivery Period (Underwriter as defined below), soon as many copies practicable an earning statement of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as Company covering a twelve month period beginning on the Representatives may reasonably request. As used herein, first day of the term “Prospectus Delivery Period” means such period of time first full fiscal quarter after the first date of this Agreement, which earning statement shall satisfy the public offering provisions of Section 11(a) of the Securities as in Act and the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales rules and regulations of the Securities by any Underwriter or dealer.Commission
Appears in 1 contract
Covenants of the Issuers. The Issuers, jointly and severally, covenant and agree with each of the Underwriters that:
(a) The Issuers will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act, and the Issuers will file promptly all reports and any definitive proxy or information statements required to be filed by the Issuers 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; and the Issuers will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the second business day following the date of this Agreement in such quantities as the Representatives may reasonably request. The Issuers will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.
(b) The Issuers will not amend or supplement any of the Registration Statement, the Time of Sale Information or the Prospectus or any amendment or supplement thereto of which the Representatives shall not previously have been advised and furnished a copy for a reasonable period of time prior thereto and as to which the Representatives shall not have given their consent. The Issuers will promptly, upon the reasonable request of the Representatives or counsel for the Underwriters, make any amendments or supplements to any of the Registration Statement, the Time of Sale Information or the Prospectus that may be necessary or advisable in connection with the resale of the Securities by the Underwriters.
(c) If requested by the Representatives, the Issuers will cooperate with the Underwriters in arranging for the qualification of the Securities for offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Underwriters may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, none of the Issuers 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 then so subject.
(d) Before making, preparing, using, authorizing, approving or referring to any Issuer Free Writing Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of such Issuer Free Writing Prospectus for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Representatives reasonably object.
(e) If, during the Prospectus Delivery Period, any event occurs or information becomes known as a result of which any of the Registration Statement, the Time of Sale Information or the Prospectus 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 Registration Statement, the Time of Sale Information or the Prospectus to comply with applicable law, the Issuers will promptly notify the Representatives thereof and will prepare, at the expense of the Issuers, an amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus that corrects such statement or omission or effects such compliance.
(f) The Issuers will deliver, without charge, to the Representatives, during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.the
Appears in 1 contract
Sources: Underwriting Agreement (Directv)