The Underwriter Sample Clauses

The Underwriter. In connection with the obligation of the Investment Adviser to maintain the Fund's Net Investment Income as set forth in section 1 herein, the Underwriter may waive its Rule 12b-1 fees contemplated by the Underwriting Agreement, and shall have the same rights to be reimbursed by the Fund as the Investment Adviser, as set forth in Section 1 herein, to the extent the Investment Adviser has not already been reimbursed by the Fund for its payment of Rule 12b-1 fees.
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The Underwriter. (a) It is understood that the Underwriter proposes to offer the Notes for sale to the public, which may include selected dealers, as set forth in the Prospectus. (b) The Underwriter hereby represents and warrants to OCAI, the Trust Depositor and the Trust that, if the Underwriter should use electronic mail or any other method of electronically delivering the Preliminary Prospectus, that such electronic mail or other method of delivery shall only be a vehicle for transmitting the Preliminary Prospectus and shall not contain any text, graphics or hyperlinks whatsoever.
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The Underwriter. The lead managing underwriter of the Offering shall be a nationally recognized underwriter selected by Ameristar and ▇▇▇▇▇▇ (the "Underwriter"). In connection with the selection of the Underwriter (1) Ameristar shall require the Underwriter and Ameristar's accountants and attorneys materially involved in the Offering to provide estimates of their anticipated fees and expenses in connection with the Offering, and (2) Ameristar shall provide ▇▇▇▇▇▇, prior to selection of the Underwriter, with an opportunity to meet with the final potential underwriter candidates so as to discuss in general terms such candidates' proposed plans for the Offering. ▇▇▇▇▇▇ shall not unreasonably withhold or deny his approval of the Underwriter.
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The Underwriter. The Underwriter represents and warrants to the Issuer that: (a) (status) it is duly incorporated under the laws of the place of its incorporation; (b) (capacity) it has full legal capacity and power to enter into this agreement and to carry out the transactions that this agreement contemplates; (c) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise its entry into this agreement and its carrying out of the transactions that this agreement contemplates; (d) (Authorisation) it holds each Authorisation that is necessary to: (1) execute this agreement and to carry out the transactions that this agreement contemplates; (2) ensure that this agreement is legal, valid, binding and admissible in evidence; and (3) enable it to properly carry on its business, and it is complying with any conditions to which any of these Authorisations is subject; (e) (agreement effective) immediately following effectiveness of the Registration Statement, this agreement will constitute its legal, valid and binding obligations, enforceable against it in accordance with its terms subject to any necessary stamping or registration; (f) (compliance with registration requirements) no sales of Offer CDIs shall be made until the Registration Statement and related prospectus has been declared effective by the Commission; and (g) (no US offer by the Underwriter) it will not offer or sell any Offer CDIs in the United States.
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The Underwriter. The Underwriter shall pay (a) all advertising expenses incurred by it in connection with the public offering of the Bonds; (b) all expenses relating to blue sky registration, if any; (c) the cost of CUSIP numbers; (d) the cost of preparation and printing of the blue sky memorandum, if any, to be used by Underwriter and the cost of printing of this Purchase Contract; and
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Related to The Underwriter

  • Offering by the Underwriter It is understood that the Underwriter proposes to offer the Offered Certificates of the related Series for sale to the public as set forth in the related Prospectus.

  • Offering by the Underwriters It is understood that the several Underwriters are to make a public offering of the Firm Shares as soon as the Representatives deem it advisable to do so. The Firm Shares are to be initially offered to the public at the initial public offering price set forth in the Prospectus. The Representatives may from time to time thereafter change the public offering price and other selling terms. To the extent, if at all, that any Option Shares are purchased pursuant to Section 2 hereof, the Underwriters will offer them to the public on the foregoing terms. It is further understood that you will act as the Representatives for the Underwriters in the offering and sale of the Shares in accordance with a Master Agreement Among Underwriters entered into by you and the several other Underwriters.

  • Notice to the Underwriter The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

  • Covenant of the Underwriters Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

  • Representation of the Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.