Covenant of the Underwriter Contract Clauses (917)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Covenant of the Underwriter clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Covenant of the Underwriter. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Found in FAIRMOUNT SANTROL HOLDINGS INC. contract
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Covenant of the Underwriter. Each Underwriter severally covenants with the Trust and the Company not to take any action that would result in the Trust or the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Trust or the Company thereunder, but for the action of the Underwriter.
Found in Compass Group Diversified Holdings LLC contract
Covenant of the Underwriter. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Found in REV Group, Inc. contract
Covenant of the Underwriter. Each The Underwriter severally covenants with the Company not to take any action that would result in the Company being required 19 to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Found in Travelport Worldwide Limited contract
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Covenant of the Underwriter. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 26 10. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company ag...rees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost of such aircraft to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement, (x) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program, up to a maximum of $25,000, and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled "Indemnity and Contribution," Section 12 entitled "Directed Share Program Indemnification" and the last paragraph of Section 14 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may 27 make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. View More
Found in Revolve Group, LLC contract
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Covenant of the Underwriter. (a) Each Underwriter severally covenants with the Issuer and the Company not to take any action that would result in the Company either being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter. (b) Each Underwriter covenants with the Underwriter. 26 10. Company not to use, authorize u...se of, refer to, or participate in the planning for use of, any free writing prospectus other than a previously filed issuer free writing prospectus without the prior consent of the Company. (c) Each Underwriter covenants with the Company that it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used or referred to by it, in accordance with Rule 433 under the Securities Act. 18 8. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees and the Issuer, jointly and severally, agree to pay or cause to be paid all expenses incident to the performance of its their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's and the Issuer's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Issuer and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1) under the Securities Act, if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, specified; (ii) the costs and charges of the Trustee; (iii) all costs and expenses related to the transfer and delivery of the Shares Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) thereon; (iv) the cost of printing or producing any Blue Sky or Legal Investment legal investment memorandum in connection with the offer and sale of the Shares Securities under state securities laws and all expenses in connection with the qualification of the Shares Securities for offer and sale under state securities laws as provided in Section 7(g) 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) legal investment memorandum; (v) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares Securities by FINRA, (v) all The Financial Industry Regulatory Authority (such fees and expenses in connection disbursements of counsel, together with the preparation fees and filing disbursements of the registration statement on Form 8-A relating counsel pursuant to the Common Stock and all costs and expenses incident clause (iv) above, not to listing the Shares on the NYSE, exceed $10,000); (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar depository arrangements for the Securities with DTC or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost of such aircraft to be paid by the Underwriters), (ix) successor depositary; (vii) the document production charges and expenses associated with printing this Agreement, (x) the Indenture and the Securities; (viii) all fees and disbursements of counsel expenses incurred by the Underwriters Issuer or the Company in connection with any "road show" presentation to potential investors; (ix) any fees charged by ratings agencies for the Directed Share Program, up to a maximum rating of $25,000, the Securities and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program and (xi) (x) all other costs and expenses incident to the performance of the obligations of the Company or the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 11 9 entitled "Indemnity and Contribution," Section 12 entitled "Directed Share Program Indemnification" and Contribution", the last paragraph of Section 14 below, 11 below and Section 15(d), the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Shares by them counsel and any advertising expenses connected with any offers they may 27 make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. View More
Found in AXIS CAPITAL HOLDINGS LTD contract
Covenant of the Underwriter. Each Underwriter Underwriter, severally and not jointly, covenants and agrees with the Company that such Underwriter will not use or refer to take any action that would result "free writing prospectus" (as defined in Rule 405 under the Securities Act) without the prior written consent of the Company being required if such Underwriter's use of or reference to such "free writing prospectus" would require the Company to file with the Commission any "issuer information" (as defined in Rule 433 under... Rule 433(d) a free writing prospectus prepared by or on behalf the Securities Act). 21 6. Payment of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 26 10. Expenses. Whether or not the transactions contemplated in by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, terminated (provided, however, the Company shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations under this Agreement, including: hereunder, including the following: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and all amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs reasonable and documented fees, disbursements and expenses related to of the transfer Company's counsel and delivery accountants in connection with the registration of the Shares to under the Underwriters, including any transfer or other taxes payable thereon, Securities Act and the Offering; (iii) the cost of printing producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or producing documents (including any Blue Sky or Legal Investment memorandum compilations thereof) in connection with the offer and sale of the Shares under state securities laws and Offering; (iv) all expenses in connection with the qualification of the Shares for offer offering and sale under state or foreign securities or blue sky laws as provided in Section 7(g) 4(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, any blue sky survey; (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, Nasdaq and with any filings required to be made with FINRA; (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" Road Show undertaken in connection with the marketing of the offering of the Shares, including, including without limitation, expenses associated with the preparation or dissemination production and distribution (including electronic) of any electronic road show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, Road Show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one half of the cost of any aircraft chartered in connection with the road show (the remaining half of Road Show; and (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be paid: (x) the cost of such aircraft to be paid by preparing stock certificates representing the Underwriters), (ix) Shares; (y) the document production cost and charges of any transfer agent or registrar for the Shares; and expenses associated with printing this Agreement, (x) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program, up to a maximum of $25,000, and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program and (xi) (z) all other reasonable costs and expenses incident to the performance of the its obligations of the Company hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled "Indemnity and Contribution," Section 12 entitled "Directed Share Program Indemnification" and the last paragraph of Section 14 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may 27 make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. 6. View More
Found in TREVENA INC contract
Covenant of the Underwriter. Each Underwriter Underwriter, severally and not jointly, covenants and agrees with the Company that such Underwriter will not use or refer to take any action that would result "free writing prospectus" (as defined in Rule 405 under the Securities Act) without the prior written consent of the Company being required if such Underwriter's use of or reference to such "free writing prospectus" would require the Company to file with the Commission any "issuer information" (as defined in Rule 433 under... Rule 433(d) a free writing prospectus prepared by or on behalf the Securities Act). 20 6. Payment of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. 26 10. Expenses. Whether or not the transactions contemplated in by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, terminated (provided, however, the Company shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations under this Agreement, including: hereunder, including the following: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and all amendments and supplements to any of the foregoing, including all printing costs associated therewith, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers, in dealers; (ii) the quantities hereinabove specified, (ii) all costs reasonable and documented fees, disbursements and expenses related to of the transfer Company's counsel and delivery accountants in connection with the registration of the Shares to under the Underwriters, including any transfer or other taxes payable thereon, Securities Act and the Offering; (iii) the cost of printing producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or producing documents (including any Blue Sky or Legal Investment memorandum compilations thereof) in connection with the offer and sale of the Shares under state securities laws and Offering; (iv) all expenses in connection with the qualification of the Shares for offer offering and sale under state or foreign securities or blue sky laws as provided in Section 7(g) 4(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, any blue sky survey; (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, Nasdaq and with any filings required to be made with FINRA; (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" Road Show undertaken in connection with the marketing of the offering of the Shares, including, including without limitation, expenses associated with the preparation or dissemination production and distribution (including electronic) of any electronic road show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, Road Show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost of such aircraft to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement, (x) all fees and disbursements of counsel Road Show; (vii) any stock transfer taxes incurred by the Underwriters in connection with this Agreement or the Directed Share Program, up to a maximum of $25,000, Offering; and stamp duties, similar taxes or duties or other taxes, if any, incurred by (viii) the Underwriters in connection with the Directed Share Program and (xi) all other costs fees and expenses incident to the performance of the obligations of the Representative (including reasonable and documented fees, disbursements and expenses of counsel for the Underwriters) in an amount not to exceed $125,000 without the Company's consent, not to be unreasonably withheld, not including any fees, disbursements and expenses in (v) above. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other reasonable costs and expenses incident to the performance of its obligations hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled "Indemnity and Contribution," Section 12 entitled "Directed Share Program Indemnification" and the last paragraph of Section 14 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may 27 make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. 6. View More
Found in ICAD INC contract
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Covenant of the Underwriter. The Underwriter covenants with the Partnership not to take any action that would result in the Partnership being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Partnership thereunder, but for the action of the Underwriter.
Found in PBF Logistics LP contract
Covenant of the Underwriter. The Each Underwriter covenants with the Partnership and the General Partner not to take any action that would result in the Partnership being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the such Underwriter that otherwise would not be required to be filed by the Partnership thereunder, but for the action of the such Underwriter.
Found in MPLX LP contract
Covenant of the Underwriter. The Each Underwriter severally covenants with the Partnership Hess Parties not to take any action that would result in the Partnership being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the such Underwriter that otherwise would not be required to be filed by the Partnership thereunder, but for the action of the Underwriter.
Found in Hess Midstream Partners LP contract
Covenant of the Underwriter. The Underwriter Each of the Underwriters covenants with the Partnership not to take any action that would result in the Partnership being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the such Underwriter that otherwise would not be required to be filed by the Partnership thereunder, but for the action of such Underwriter and to furnish to the Underwriter. Partnership a copy of each proposed free writing prospectus to be used by such... Underwriter, and not to use any proposed free writing prospectus to which the Partnership reasonably objects. View More
Found in Boston Properties contract
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Covenant of the Underwriter. The Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Shares in the provinces of Canada (a "Selling Firm"). The Underwriters shall, and shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the distribution of the Offered Securities and offer the Offered Securities for sale only in the provinces of Canada, directly and through duly appointed Selling Firms ...upon the terms and conditions set forth in the Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Offered Securities only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of the foregoing, no Offered Securities will be offered for sale or sold in any province of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province in a category that permits the trade. For the purposes of this Section 9, the Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in each of the provinces of Canada. For the avoidance of doubt, BTIG, LLC is not acting as an underwriter of the Offered Securities in any province of Canada and no action on the part of BTIG, LLC in its capacity as an underwriter of the offering of Offered Securities in the United States will create any impression or support any conclusion that the firm -33- is acting as a Canadian Underwriter of the Offered Securities in any province of Canada. The Underwriters that are designated as "Canadian Underwriters" on Schedule A hereto (the "Canadian Underwriters") shall use their commercially reasonable efforts to complete, and to cause each Selling Firm to complete, the distribution of the Offered Securities as promptly as possible after the Closing Date, and shall, and shall cause each Selling Firm to, after the Closing Date, give prompt written notice to the Company when, in the opinion of the Canadian Underwriters, they have completed distribution of the Offered Securities in the provinces of Canada, including notice of the total proceeds realized or number of Offered Securities sold in each of the provinces of Canada any other jurisdiction. View More
Found in HELIUS MEDICAL TECHNOLOGIES, INC. contract
Covenant of the Underwriter. (a) Each Underwriter severally covenants with the Company that, without the prior consent of the Company and the Representatives, it has not made and will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter; any such free writ...ing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II hereto. (b) The Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Shares in the provinces of Canada (a "Selling Firm"). The Underwriters shall, and shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the distribution of the Offered Securities Shares and offer the Offered Securities Shares for sale only in the provinces of Canada, Canada directly and through duly appointed Selling Firms upon the terms and conditions set forth in the Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Offered Securities Shares only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of the foregoing, no Offered Securities Shares will be offered for sale or sold in any province of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province in a category that permits the trade. For the purposes of this Section 9, 8, the Underwriters shall be entitled to assume that the Offered Securities Shares are qualified for distribution in each of the provinces of Canada. For the avoidance of doubt, BTIG, Natixis Securities Americas LLC is not acting as an underwriter of the Offered Securities Shares in any province of Canada and no action on the part of BTIG, Natixis Securities Americas LLC in its capacity as an underwriter of the offering of Offered Securities Shares in the United States will create any impression or support any conclusion that the firm -33- is acting as a Canadian Underwriter of the Offered Securities Shares in any province of Canada. 29 (c) The obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for an act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. (d) The Underwriters that are designated as "Canadian Underwriters" on Schedule A I hereto (the "Canadian Underwriters") shall use their commercially reasonable efforts to complete, and to cause each Selling Firm to complete, the distribution of the Offered Securities Shares as promptly as possible after the Closing Date, and shall, and shall cause each Selling Firm to, after the Closing Date, give prompt written notice to the Company when, in the opinion of the Canadian Underwriters, they have completed distribution of the Offered Securities Shares in the provinces of Canada, including notice of the total proceeds realized or number of Offered Securities Shares sold in each of the provinces of Canada and any other jurisdiction. View More
Found in GRAN TIERRA ENERGY INC. contract
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