If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering before deducting expenses received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus.
Issuer's counsel typically push to have the knowledge qualifier apply to a broader group of the subject parties for example, not only the employees and agents but also the directors and officers.
The Company has good title to all of such assets and none of the assets of the Company are subject to any mortgage, pledge, lien, conditional sales agreement, security interest, encumbrance, or other charge except as specifically reflected in the [attached schedule of assets].
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
The Goldman Sachs Group, Inc. Questions About Representations and Warranties? Each Selling Stockholder shall pay all costs and expenses incident to the performance of its obligations under this Agreement which are not otherwise being paid by the Underwriters pursuant to this Section or by the Company pursuant to this Section or otherwise.
Offering of Stock by the Underwriters. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary.
Such counsel shall also make a statement to the effect that: The Company has not received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any property owned, operated, leased, or used by the Company or any facilities or operations thereon.
Registration Department; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: The Company generally enjoys a good employer-employee relationship.
No proceeding is pending, or to the knowledge of the Company, threatened, involving the Company, in which it is alleged that the nature of its business makes qualification necessary in any additional jurisdiction.
Representations, Warranties and Agreements of the Selling Stockholders.
If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms.
If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection c above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities or actions in respect thereofas well as any other relevant equitable considerations.
Representations and Warranties of the Purchaser. Sample Representations And Warranties Sample Representations And Warranties Regardless of how the transaction is structured, one of the most important parts of the written agreement are the " representations and warranties.
All corporate or other applicable organizational action on the part of the Purchaser, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Rights Agreement, No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder whether or not the indemnified party is an actual or potential party to such action or claim unless such settlement, compromise or judgment i includes an unconditional release of the indemnified party from all liability arising out of such action or claim and ii does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
The Company has not been named by the U. Increased enforcement activity by federal authorities in recent years, resulting in high-profile investigations, prosecutions and settlements.
The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection d were determined by pro rata allocation even if the Underwriters were treated as one entity for such purpose or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection d.
The Company represents and warrants to and agrees with each of the Underwriters that: Title to Properties; Liens; Condition of Properties.
Further Agreements of the Selling Stockholders. Offering of Stock by the Underwriters. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. The several obligations of the Underwriters are subject to the following further conditions: Each Selling Stockholder agrees: Further Agreements of the Selling Stockholders.Sample Representations And Warranties Regardless of how the transaction is structured, one of the most important parts of the written agreement are the " representations and warranties." Representations are statements about the.
Underwriting lietuvosstumbrai.com any registration in which the Warrant Shares is to be included, the Holder shall be a party to the underwriting agreement entered into by the Company in connection therewith, and the representations and warranties by, and the other agreements on the part of, the Company and for the benefit of the underwriters shall also be made to and for the benefit of the Holder.
Drafting Term Sheets and Financing Agreements Ward Buringrud Partner, Finance and disclosures that are relevant to the lender’s underwriting of the credit. In a term loan agreement, representations and warranties are made at closing. In a revolving credit, representations and warranties are made at.
Regardless of how the transaction is structured, one of the most important parts of the written agreement are the "representations and warranties."Representations are statements about the current status of the business or its operations. UNDERWRITING AGREEMENT.
March Representations and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no.
Representations, Warranties and Agreements of the Company.
The Company represents, warrants and agrees that: The execution and delivery of the Underwriting Agreement and the Custody Agreement by the Selling Stockholder, the sale of the Stock to be sold by the Selling Stockholder in accordance with the provisions of the Underwriting.Download