The Company and each Guarantor, jointly and severally, represent and warrant to, and agree with, each of the Underwriters as of the date hereof that:
New York time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.
Federal Tax Considerations for Non-U. The financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States "U. For the sake of clarity, Intellectual Property shall not include any user-generated content contained on the Company's web-based platform.
Except as set forth in the Pricing Prospectus, the Company underwriting agreement 2015 not received any written notice of any specific claim of infringement, misappropriation or conflict with any Intellectual Property rights of others or any written notice challenging the validity, scope or enforceability of the Intellectual Property of the Company or any of its subsidiaries or the Company's or any of its subsidiaries' rights therein, except in each case as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Other than as described in the Pricing Prospectus, to the knowledge of the Company, no party has materially infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries.
Other than as described in the Pricing Prospectus, all Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries and is owned free and clear of all liens, encumbrances, defects or other restrictions. To the knowledge of the Company, all Intellectual Property owned or licensed by the Company is valid and enforceable except where such invalidity or unenforceability would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Selling Stockholders as set forth in Schedule II hereto.
Any such election to purchase Optional Shares may be exercised only by written notice from the Representative to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representative but in no event earlier than the First Time of Delivery or, unless the Representative and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
Upon the authorization by the Representative of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.
The Company and the Selling Stockholders will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery as defined below with respect thereto at the office of DTC or its designated custodian the "Designated Office".
The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9: Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery", each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery".
The Company agrees with each of the Underwriters: The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Stockholders herein are, at and as of such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholders shall have performed all of its and their obligations hereunder theretofore to be performed, and the following additional conditions:Underwriting Agreement.
September 16, J.P. MORGAN SECURITIES LLC. MERRILL LYNCH, PIERCE, FENNER & SMITH. INCORPORATED. WELLS FARGO SECURITIES, LLC. UNDERWRITING AGREEMENT May 28, The Westaim Corporation 70 York Street, Suite Toronto, Ontario M5J 1S9 Attention: J.
Cameron MacDonald, President and Chief Executive Officer Dear Sir: The undersigned, GMP Securities L.P. REPORT OF EXAMINATION OF THE SURETEC INDEMNITY COMPANY AS OF DECEMBER 31, Filed on May 31, for the years , , and , respectively.
Assumption Agreement: Effective April 1, , the Company entered into an Assumption Agreement with its affiliate, Funds Disbursement Services, Inc. (FDSI), a The Company’s. the agreement, the Company assumes % of SNIC’s gross liability under all policies classified as commercial multiple peril and miscellaneous coverages written in California and produced by SureProducts Insurance Agency, a California general agent.
A Note providing commentary on the typical provisions of an underwriting agreement for an SEC-registered public offering of securities. It describes the key sections, including representations and warranties, covenants, closing conditions, termination rights, and indemnification and contribution.
An underwriting agreement is a contract between a group of investment bankers in an underwriting syndicate and the issuer of a new securities offering.