Conditions to the Obligations of the Placement Agent Sample Clauses
The "Conditions to the Obligations of the Placement Agent" clause defines the specific requirements that must be satisfied before the placement agent is obligated to proceed with a transaction, such as a securities offering. These conditions may include the accuracy of representations and warranties, the delivery of necessary documents, or the absence of material adverse changes affecting the issuer. By clearly outlining these prerequisites, the clause protects the placement agent from being compelled to complete the transaction if certain agreed-upon standards are not met, thereby allocating risk and ensuring that the agent only acts when all critical conditions are fulfilled.
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Conditions to the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Fund herein are, at and as of the time of effectiveness of the Registration Statement, true and correct in all material respects, to the condition that the Fund shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and to the following additional conditions:
(a) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel.
(b) The Placement Agent shall have received a certificate of the Fund, dated the Initial Closing Date, and each Subsequent Closing Date (as defined in Section 7(d)), to the effect that:
i) On and as of the date of such certificate, the representations and warranties of the Fund contained herein are true and correct, and the Fund has complied with all the agreements and satisfied all the conditions required to be performed or satisfied on its part at or prior to such date;
ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of its knowledge, are pending or contemplated under the 1933 Act with respect to the Registration Statement, the Prospectus or the Statement of Additional Information; and
iii) Neither the Registration Statement, the Prospectus, the Statement of Additional Information nor any amendments or supplements thereto contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to be stated therein to make the statements made therein, in light of the circumstances in which they were made, not misleading and, since the effective date of the Registration Statement, no event has occurred or been discovered which is required to be set forth in an amended or supplemental Prospectus or Statement of Additional Information which has not been so set forth.
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Conditions to the Obligations of the Placement Agent. The obligation of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 as of the date hereof and as of the Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder on and as of such dates, and to the satisfaction or, where legally permissible, the waiver, of each of the following additional conditions:
Conditions to the Obligations of the Placement Agent. The Placement Agent’s obligations to use its best efforts to procure subscription and payment for the Debt Securities and the Purchaser’s obligations on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Trust contained herein as of the date and time that this Agreement is executed (the “Execution Time”) and the Closing Date, to the accuracy of the statements of the Company and the Trust made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Trust of their obligations hereunder and to the following additional conditions:
(a) The Company shall have furnished to you and the Purchaser the opinion of Jones, Walker, Waechter, Poitevent, Carrère & D▇▇▇▇▇▇ LLP, special counsel for the Company, dated the Closing Date, addressed to you, in substantially the form set out in Annex A hereto.
(b) The Company shall have furnished to you and the Purchaser the opinion of Jones, Walker, Waechter, Poitevent, Carrère & D▇▇▇▇▇▇ LLP, special tax counsel for the Company, dated the Closing Date, containing such assumptions, qualifications and limitations as shall be reasonably acceptable to you and your counsel to the effect that for U.S. federal income tax purposes, the Subordinated Debt Securities will constitute indebtedness of the Company, in substantially the form set out in Annex B hereto.
(c) You and the Purchaser shall have received the opinion of M▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel for the Company and the Trust, dated the Closing Date, addressed to you, in substantially the form set out in Annex C hereto.
(d) You and the Purchaser shall have received the opinion of M▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the Indenture Trustee, dated the Closing Date addressed to you, in substantially the form set out in Annex D hereto.
(e) The Company shall have furnished to you a certificate of the Company, signed by the President or a Vice President and by a Treasurer or Chief Financial Officer of the Company, dated the Closing Date, to the effect that:
(i) the representations and warranties of the Company and the Trust in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be perf...
Conditions to the Obligations of the Placement Agent. The obligation of the Placement Agent hereunder at any time (the “Solicitation Time”) to solicit offers is subject to the accuracy, when made and as of the Solicitation Time, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:
Conditions to the Obligations of the Placement Agent. The ---------------------------------------------------- obligations of the Placement Agent to fulfill its obligations hereunder shall be subject to the satisfaction or waiver prior to the Closing of the following conditions:
(a) Each of the representations and warranties of the Bank contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Bank shall have performed, in all material respects, each of its covenants and agreements contained in this Agreement to be performed prior to the Closing; and the Placement Agent and the Selling Shareholders shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Bank, dated the Closing Date, to the foregoing effect.
(b) Each of the representations and warranties of the Selling Shareholders contained in this Agreement shall be true and correct in all material respects as of the date of such agreement and as of the Closing Date as if made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Selling Shareholders shall have performed, in all material respects, each of their covenants and agreements contained in this Agreement to be performed prior to the Closing; and the Bank and the Placement Agent shall have received a certificate signed by the Selling Shareholders, dated the Closing Date, to the foregoing effect.
Conditions to the Obligations of the Placement Agent. The obligation of the Placement Agent to purchase and pay for the Certificates on the Closing Date shall be subject to the performance prior to or concurrently with the Closing by ▇▇▇▇▇▇▇ Mac and Centerline of each of its obligations to be performed under this Certificate Placement Agreement and the accuracy of the representations and warranties of each of ▇▇▇▇▇▇▇ Mac and Centerline contained herein as of the date hereof and as of the Closing Date (it being specifically understood that for purposes of satisfying this condition and the conditions in paragraph (b) of this Section,
Conditions to the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder are subject to the following conditions:
(a) The Registration Statement, including any Rule 462(b) Registration Statement, shall have become effective on the date hereof; no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. If the Company has elected to rely upon Rule 430A, Rule 430A Information previously omitted from the effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Placement Agent of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A. If the Company has elected to rely upon Rule 434, a Term Sheet shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period.
(b) The Placement Agent shall have received:
(i) The favorable opinion dated as of the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Company, in form and substance satisfactory to counsel for the Placement Agent, to the effect that:
A. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota.
B. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement.
C. To their knowledge, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where failure to be so qualified would not have a material adverse effect on the Company.
D. The Company has authorized and outstanding capital stock as described in the Prospectus, and the shares of issued and outstanding capital stock of the Company, including the Common Stock, have been duly authorized and validly issued and are fully paid and non-assessable and, to their knowledge, have not been issued in violation of or are not otherwise subject to any preemptive rights or other similar rights. The capital stock of the Company, including th...