Covenants of the Manager.
(a) The Manager covenants
and agrees with
each Underwriter the Agent and with the Company that, during
any period in which the
period when a prospectus Prospectus relating to the Placement Shares is required
(or but for to be delivered by the
exception afforded by Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities
Act would be required) to be delivered ...under the Securities Act, Act), it shall notify the Representative Agent and the Company of the occurrence of any material events respecting the Manager's its activities, affairs or condition, financial or otherwise, if, but only if, as a result of any such event it is necessary, in the opinion of counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), and the Manager will forthwith supply such information to the Company as shall be necessary in the opinion of counsel to the Company and the Underwriters Agent for the Company to prepare any necessary amendment or supplement to the Prospectus so that, as so amended or supplemented, the Prospectus will not include contain an 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 at the time it is delivered to a purchaser, purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), not misleading.
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Covenants of the Manager.
(a) The Manager
covenants with each Underwriter and with the Company hereby agrees that, during the period when a prospectus
relating to the Shares is
required (or (or, but for the exception afforded by Rule 172 under the
Securities Act, would be) required by the Act
would be required) to be delivered
under in connection with sales of the
Securities Act, Shares, it shall notify the
Representative Underwriters and the Company of the occurrence of any
material events respecting the Manager's activ...ities, affairs change that results in or condition, financial or otherwise, would result in any Material Adverse Effect and the Manager will forthwith supply such information to the Company as shall be necessary in the opinion of counsel to the Company and the Underwriters for the Company to prepare any necessary amendment or supplement to the Registration Statement, the Disclosure Package and the Prospectus so that, as so amended or supplemented, the Prospectus same 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, therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time it is delivered to a purchaser, purchaser) not misleading.
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Covenants of the Manager. (a) The Manager covenants with each Underwriter and with the Company that, during the period when a prospectus is required (or but for the exception afforded by Rule 172 under the Securities Act would be required) to be delivered under the Securities Act, it shall notify the Representative and the Company of the occurrence of any material events respecting the Manager's activities, affairs or condition, financial or otherwise, and the Manager will forthwith supply such information to the Company
... as shall be necessary in the opinion of counsel to the Company and the Underwriters for the Company to prepare any necessary amendment or supplement to the Prospectus so that, as so amended or supplemented, the Prospectus 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, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading. (b) The Manager will not 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 shares of Series A Preferred Stock to facilitate the sale or resale of any of the Series A Preferred Stock.
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