Any free writing prospectus that the Company is required to file pursuant to Rule d under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, telegram, telex, telemessage, telecopy, telefax, cable or facsimile confirmed by telephone or in writing in the case of notice to telegram, telex, telemessage, telecopy, telefax, cable or facsimile or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered.
Each Selling Stockholder severally and not jointly represents and warrants to and agrees with each of the Underwriters that: The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
The Company shall enter into an underwriting agreement with the managing underwriter sif any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company.
The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders.
Representations and Warranties of the Selling Stockholders. For the purposes of this Section 1 a any information provided by Boston Edison Company will be treated as information provided by BEC and any information provided by Commonwealth Electric Company will be treated as information provided by CEC.
A to fund or facilitate any activities or business of or with any Person underwriting agreement indemnity health in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B in any other manner that will result underwriting agreement indemnity health a violation of Sanctions by any Person including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise.
You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice.
Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.
Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule d under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will at the time of such filing comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased.
Agreements to Sell and Purchase. The relative benefits received by the Sellers on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares before deducting expenses received by each Seller and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares.
The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.
Such cash or security deposit shall be held in trust by the insurance commissioner and shall be for the benefit of the persons who have previously paid, or on whose behalf prepayment has been made, for such health care services. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter.
Covenants of the Sellers. Covenants of the Underwriters. The shares of Class B common stock outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable. Representations and Warranties of the Company.
This Agreement may be amended, modified or supplemented by the Parties provided that any such amendment, modification or supplement shall be in writing and signed or consented to in writing by the Parties.
The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price, less underwriting discounts and commissions, of the Shares sold by such Selling Stockholder under this Agreement.
If the reimbursement or indemnity is guaranteed by a deposit of cash or securities, such deposit shall be in such amount as the insurance commissioner shall direct, but in no event in a sum greater than the amount of one hundred fifty thousand dollars or the amount necessary to cover incurred but unpaid reimbursement or indemnity benefits as reported in the last annual statement filed with the insurance commissioner, and adjusted to reflect known or anticipated increases or decreases during the ensuing year, plus an amount of unearned prepayments applicable to reimbursement or indemnity benefits satisfactory to the insurance commissioner, whichever amount is greater.
Such reimbursement or indemnity shall either be underwritten by an insurance company authorized to write accident, health and disability insurance in the state or guaranteed by a surety company authorized to do business in this state, or guaranteed by a deposit of cash or securities eligible for investment by insurers pursuant to chapter Covenants of the Company.
Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. The several obligations of the Underwriters are subject to the following further conditions: Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.
Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5.
No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
GAAP have been created in the financial statements of the Companyand no unpaid tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had nor does the Company nor any of its subsidiaries have any notice or knowledge of any unpaid tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which would reasonably be expected to have a material adverse effect.
Terms of Public Offering. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. There are no registration rights applicable to the registration of the Shares on the Registration Statement except for such rights that have been complied with or validly waived in writing.
The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be.− Section D – Health Questions − Section E – Medication History − Section F – Replacement Information • Select Disclosure Agreement Amendments All underwriting requirements must be met before a new policy can be issued.
- 7 - Telephone Interviews. UNDERWRITING AGREEMENT,Morgan Stanley & Co. LLC state and local laws and regulations relating to the protection of human health and made in this Section.
It is understood, however, that except as provided in this Section 9, Section 11 entitled “Indemnity and Contribution” and the last paragraph of Section 13 below.
Underwriting Agreement (1) - Download as Word Doc .doc /.docx), PDF File .pdf), Text File .txt) or read online. give me one more chance.
Air Underwriting – Professional Indemnity for D & C Risks Air Underwriting has a delegated authority agreement in place with XL Catlin and the Argo International Syndicate. We can quote for D & C Professional Indemnity risks for Builders and allied trades through our on-line facility.
TITLE INSURANCE UNDERWRITING AGREEMENT (Non-Exclusive Form) THIS AGREEMENT entered into day of, encumbrance, regardless of any indemnity or deposit that COMPANY shall obtain. (f) COMPANY is expressly not appointed as an agent of UNDERWRITER for purposes of providing abstracting and/or.
Health insurance plans can be broadly divided into two large categories: (1) indemnity plans (also referred to as "reimbursement" plans), and (2) managed care plans.Download