Further Agreements of the Issuers Clause Samples
Further Agreements of the Issuers. The Issuers or the Company, as applicable, agree:
(a) To prepare a Preliminary Prospectus Supplement in a form approved by the Underwriters and, not later than the Commission's close of business on the second business day following the execution and delivery of each Terms Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, to file a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act; to make no further amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus except as permitted herein and by the applicable Terms Agreement; to advise the Underwriters , promptly after receiving notice thereof, of the time when any supplement to the Prospectus Supplement has been filed and to furnish such Underwriters with copies thereof; to advise such Underwriters, promptly after receiving notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus Supplement or the Prospectus Supplement, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus Supplement or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus Supplement or the Prospectus Supplement or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;
(b) To furnish promptly to each of the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith;
(c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and (ii)
Further Agreements of the Issuers. The Issuers jointly and severally covenant and agree with each Underwriter that:
Further Agreements of the Issuers. The Issuers jointly and severally covenant and agree with each Initial Purchaser that:
Further Agreements of the Issuers. The Issuers jointly and severally agree with each Initial Purchaser as set forth below in this Section 5:
(a) The Issuers will furnish to the Initial Purchasers, without charge, as many copies of the Preliminary Memorandum and Final Memorandum and any supplements and amendments thereto as they may reasonably request.
(b) Prior to making any amendment or supplement to the Final Memorandum, the Issuers shall furnish a copy thereof to the Initial Purchasers and counsel to the Initial Purchasers, and the Issuers will not effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period of review.
(c) If, at any time prior to completion of the distribution of the Securities by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchasers or counsel for the Issuers, to amend or supplement the Final Memorandum in order that the Final Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time it is delivered to a purchaser, or if it is necessary to amend or supplement the Final Memorandum to comply with applicable law, the Issuers will promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Final Memorandum, as so amended or supplemented, will comply with applicable law and furnish to the Initial Purchasers such number of copies of such amendment or supplement as they may reasonably request.
(d) So long as any Securities are outstanding and are "Restricted Securities" within the meaning of Rule 144(a)(3) under the Securities Act, and during any period in which the Issuers are not subject to Section 13 or 15(d) of the Securities Exchange Act, of 1934, as amended (the "Exchange Act"), the Issuers will furnish to holders of the Securities and prospective purchasers of Securities designated by such holders, upon request of such holders or such prospective purchasers, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(e) So long as the Securities and Exchange Securities are outstanding, the Issuers will furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed with the Sec...
Further Agreements of the Issuers. The Issuers jointly and severally agree with each Initial Purchaser as follows:
Further Agreements of the Issuers. Except in the case of clauses (e), (k) and (l), for the shorter of (i) the six month period immediately following the date of the Offering Memorandum and (ii) the period from the date of the Offering Memorandum to the date the first Exchange Notes are issued, each of the Issuers agrees with each of the several Initial Purchasers:
(a) to advise the Initial Purchasers promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from
Further Agreements of the Issuers. Each of the Issuers agrees with the Initial Purchaser:
(a) to advise the Initial Purchaser promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of
Further Agreements of the Issuers. Except in the case of clauses (e), (k) and (l) for the shorter of (i) the six month period immediately following the date of the Offering Memorandum and (ii) the period from the date of the Offering Memorandum to the date the first Exchange Notes are issued, each of the Issuers agrees with each of the several Initial Purchasers:
(a) to advise the Initial Purchasers promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the use of the Offering Memorandum, of any suspension of the qualification of the Securities for offering or sale in any jurisdiction and
Further Agreements of the Issuers. The Issuers or the Company, as applicable, agree:
(a) To prepare a Prospectus Supplement in a form approved by the Underwriters and, not later than the Commission's close of business on the second business day following the execution and delivery of each Terms Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, to file a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act; to make no further amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus except as permitted herein and by the applicable Terms Agreement; to advise the Underwriters , promptly after receiving notice thereof, of the time when any supplement to each Prospectus
Further Agreements of the Issuers. The Issuers jointly and severally agree with each Initial Purchaser as set forth below in this Section 5:
10 11 (a) The Issuers will furnish to the Initial Purchasers, without charge, as many copies of the Final Memorandum and any supplements and amendments thereto as they may reasonably request.