Covenants of the Underwriter. The Underwriter covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Covenants of the Underwriter. The Underwriter hereby covenants and agrees with the Company as follows:
Covenants of the Underwriter. The Underwriter covenants and agrees with the Fund that no later than the second business day succeeding Closing Time, it will provide the Fund and the Auction Agent (as defined in the Prospectus) with a list of Existing Holders (as defined in the Prospectus) of Shares, the number of Shares held by each such Existing Holder and the number of Shares it is holding as Underwriter as of the date of such notice.
Covenants of the Underwriter. The Underwriter hereby represents and agrees that:
Covenants of the Underwriter. The Underwriter covenants with the Company (i) not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter, and (ii) that the Underwriter shall not include any “issuer information” (as defined in Rule 433) in any “free writing prospectus” (as defined in Rule 405) used or referred to by the Underwriter without the prior written consent of the Company, other than issuer information that is included (including through incorporation by reference) in a prospectus or free writing prospectus previously filed that relates to the Shares.
Covenants of the Underwriter. The Underwriter covenants and agrees with the Fund as follows:
Covenants of the Underwriter. The Underwriter covenants and agrees with the Fund that:
Covenants of the Underwriter. The Underwriter represents, warrants and agrees that it has not made and it will not make, any offer relating to the Securities that constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required to be filed with the Commission.
Covenants of the Underwriter. The Underwriter covenants and agrees with the Company that: It has not provided and will not provide to any potential investor any information that would constitute “issuer information” within the meaning of Rule 433(h) under the Securities Act other than information contained in the Preliminary Term Sheet (as defined herein). In disseminating information to prospective investors, it has complied and will continue to comply fully with the rules and regulations, including, but not limited to Rules 164 and 433 under the Securities Act and the requirements thereunder for filing and retention of free writing prospectuses. It has not disseminated and will not disseminate any information relating to the Offered Certificates in reliance on Rule 167 or 426 under the Securities Act. It has not disseminated and will not disseminate any information relating to the Offered Certificates in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Free Writing Prospectus disseminated by such Underwriter bore or will bear the applicable legends required under this Agreement, and no Free Writing Prospectus disseminated by the Underwriter bore or will bear any legend prohibited under this Agreement. Prior to entering into any Contract of Sale, the Underwriter shall convey the Pricing Free Writing Prospectus to each prospective investor. The Underwriter shall maintain sufficient records to document its conveyance of the Pricing Free Writing Prospectus to each potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the rules and regulations. On or before the Closing Date, the Underwriter shall execute and deliver to Xxxxxxx Xxxxxxxx & Xxxx llp a copy of the original issue discount pricing letter provided to the Underwriter by Xxxxxxx Xxxxxxxx & Wood llp. In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), they have not made and will not make an offer of Underwritten Certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Underwritten Certificates which has been approved by the com...
Covenants of the Underwriter. The Underwriter covenants and agrees with the Company that the Underwriter will offer for sale to the public, as described in the Prospectus, the Securities as soon after this Agreement has been executed by the Underwriter as the Underwriter has determined is advisable and practicable.
