Representations and Warranties of the Partnership Parties. If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof except pursuant to a termination under Section 11 or Section 12 hereof or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Partnership Parties to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Partnership agrees to reimburse the Representative and the other Underwriters for all out-of-pocket expenses including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by the Representative or the other Underwriters reasonably incurred by the Underwriters in connection herewith.
Each of the Company and the Significant Subsidiary owns, possesses or has obtained all material governmental licenses, permits, certificates, consents, orders, approvals and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as presently conducted other than such licenses, permits, certificates, consents, orders, approvals and authorizations which, if neither owned, possessed nor obtained, would not have a material adverse effect on the business of the Company and its subsidiaries, considered as one enterpriseand neither the Company nor the Significant Subsidiary has received any notice of proceedings relating to revocation or modification of any such material licenses, permits, certificates, consents, orders, approvals or authorizations.
All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed and all taxes shown by such returns or pursuant to any assessment received by the Company or any subsidiary, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided.
Not later than Standby A standby underwriting agreement is used in conjunction with a preemptive rights offering.
The option to purchase Additional Units may be exercised in whole or in part at any time or from time to time within 30 days after the date of the Prospectus.
On the date hereof, the Underwriters shall have received from KPMG LLP, independent public accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives, covering certain financial information included in or incorporated by reference in the Disclosure Package and other customary information.
The Company 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. The Company is a corporation duly organized and validly existing under the laws of the State of North Carolina with corporate power and authority under such laws to own, lease and operate its properties and conduct its business as described in the General Disclosure Package and the Prospectus; and the Company is duly qualified to transact business as a foreign corporation and is in good standing or validly existing, as applicable, in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary, except to the extent that the failure to so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise.
This Agreement has been duly authorized, executed and delivered by the Company. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after this Agreement has been executed the Representatives, in their sole judgment, have determined is advisable and practicable.
Eastern time on the business day prior to the Closing Time. The Company has delivered to each Underwriter, without charge, an electronic copy of the Preliminary Prospectus, and the Company hereby consents to the distribution of such Preliminary Prospectus to prospective investors.
Neither the Company nor any Guarantor has taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company or any Guarantor in order to facilitate the sale or resale of the Notes or the Guarantees.
To the extent that such Reserved Units are not orally confirmed for purchase by Invitees by 8: The Company will furnish to the Representatives and counsel for the Underwriters a conformed copy of the Registration Statement as originally filed and of each amendment thereto excluding exhibits and, during the Prospectus Delivery Period, as many copies of each Preliminary Prospectus, the Prospectus and any supplement thereto and the Disclosure Package as the Representatives may reasonably request.
The Company and the Guarantors, jointly and severally, covenant and agree with each of the Underwriters as follows: To the knowledge of the Company, all Intellectual Property owned or licensed by the Company is valid and enforceable except where such invalidity or unenforceability would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
None of the Partnership Entities will, at any time, directly or indirectly, take any action designed, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the Common Units to facilitate the sale or resale of any of the Units.
The copies of the Original Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
Prior to the execution and delivery of this Agreement, the Partnership has delivered or will deliver to the Underwriters, without charge, in such quantities as the Underwriters have reasonably requested or may hereafter reasonably request, copies of each Preliminary Prospectus.
The Partnership Parties will cooperate with the Underwriters and counsel for the Underwriters in connection with the registration or qualification of the Units for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Units; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Units, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject.
Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery", each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery".
The more in demand the offering is, the more likely it is that it will be done on a firm commitment basis. Underwriting Agreement. September 16, J.P. MORGAN SECURITIES LLC. MERRILL LYNCH, PIERCE, FENNER & SMITH. INCORPORATED.
WELLS FARGO SECURITIES, LLC. Handbooks. HB Direct Single Family Housing Loans and Grants - Field Office Handbook. Chapter 6 - Underwriting The Loan Chapter 7 - Escrow, Taxes, and Insurance Chapter 8 - Loan Approval and Closing Chapter 9 - Special Situations Chapter 10 - Leveraged Loan Chapter 11 - Nonprogram Loan.
An underwriting agreement is a contract between a group of investment bankers in an underwriting syndicate and the issuer of a new securities offering. from 8-K 32 pages Airgas, Inc.
$, % Notes Due Underwriting Agreement September 27, Banc of America Securities Llc Goldman, Sachs &. UNDERWRITING AGREEMENT May 28, The Westaim Corporation 70 York Street, Suite Toronto, Ontario M5J 1S9 Attention: J.
Cameron MacDonald, President and Chief Executive Officer Dear Sir: The undersigned, GMP Securities L.P. This Second Amended and Restated Underwriting Agreement (this Agreement) is made and entered into as of September 24,by and between the Bank (as .Underwriting agreement 2015