Representations and Covenants of the Agent Contract Clauses (120)

Grouped Into 2 Collections of Similar Clauses From Business Contracts

This page contains Representations and Covenants of the Agent clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and r...egulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares. View More Arrow
Representations and Covenants of the Agent. The Agent Each Agent, severally and not jointly, represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares Units will be offered and sold, except such states in which the such Agent is exempt from registration or such registration is not otherwise required. The Each Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FI...NRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares Units will be offered and sold, except such states in which it such Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Each Agent shall comply with all applicable law laws and regulations regulations, including but not limited to Regulation M, in connection with the transactions contemplated by this Agreement, including the issuance and sale through the such Agent of the Placement Shares. Units. View More Arrow
Representations and Covenants of the Agent. The Agent Each of the Agents represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the such Agent is exempt from registration or such registration is not otherwise required. The Agent Each of the Agents shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exc...hange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it such Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall Each of the Agents will comply with all applicable law and regulations regulations, including but not limited to Regulation M, in connection with the transactions contemplated by this Agreement, including without limitation, the issuance and sale through the Agent Agents of the Placement Shares. View More Arrow
Representations and Covenants of the Agent. The Agent Each of the Agents represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the such Agent is exempt from registration or such registration is not otherwise required. The Agent Each of the Agents shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exc...hange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent Each of the Agents shall comply with all applicable law and regulations regulations, including but not limited to Regulation M, in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent Agents of the Placement Shares. View More Arrow
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Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and r...egulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable laws and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares. 24 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up to $30,000; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. View More Arrow
Representations and Covenants of the Agent. The the Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares Securities will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The the Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applic...able statutes and regulations of each state in which the Placement Shares Securities will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares. 24 Securities. 19 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, Securities, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares Securities to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares Securities to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up to $30,000; $25,000; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, Securities, and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares Securities on the Exchange. View More Arrow
Representations and Covenants of the Agent. The Agent Each of the Agents represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the such Agent is exempt from registration or such registration is not otherwise required. The Agent Each of the Agents shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exc...hange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent Each of the Agents shall comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the such Agent of the Placement Shares. 24 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent Agents shall deem reasonably necessary, (ii) the printing and delivery to the Agent Agents of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, Agents, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, Agents, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up incurred in connection with (a) entering into the transactions contemplated by this Agreement in an amount not to $30,000; exceed $50,000 in the aggregate, and (b) ongoing diligence arising from the transactions contemplated by this Agreement in an amount not to exceed $2,500 in the aggregate per calendar quarter; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. View More Arrow
Representations and Covenants of the Agent. The Each Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act Act, and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the such Agent is exempt from registration or such registration is not otherwise required. The Each Agent shall will continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act Act, and... the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it such Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall Agents will comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, Placement Shares, including the issuance and sale through the Agent of the Placement Shares. 24 Regulation M. 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including including: (i) the preparation, filing, including any fees required by the Commission, SEC, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall Agents will reasonably deem reasonably necessary, necessary; (ii) the printing and delivery to the Agent Agents of this Agreement and such other documents as may reasonably be required in connection with the offering, purchase, sale, issuance issuance, or delivery of the Placement Shares, Shares; (iii) the preparation, issuance issuance, and delivery of the certificates, if any, for the Placement Shares to the Agent, Agents, including any stock or other transfer taxes and any capital duties, stamp duties duties, or other duties or taxes payable upon the sale, issuance issuance, or delivery of the Placement Shares to the Agent, Agents; (iv) the fees and disbursements of the counsel, accountants accountants, and other advisors to the Company, Company; (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up to $30,000; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) Stock; (vi) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) Shares; (vii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. Exchange; (viii) usual and customary transaction, ticket, and similar charges; (ix) $25,000 of the fees and expenses of the Agents' legal counsel initially and, thereafter, the reasonable fees and expenses of Ascendiant's legal counsel over $25,000 incurred in connection with quarterly and annual bring-downs required hereunder up to a maximum amount of $2,500 for each such bring-down. View More Arrow
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