Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a (i) registration statement on Form S-3 (No. 333-52728) under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) registration statement on Form S-3 (No. 333-62052), which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) under the 1933 Act (together, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The prospectus included in the Registration Statement, as such prospectus was amended on March 19, 2007, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 1933 Act) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated March 19, 2007. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the fi...
Registration Statement and the Prospectus. In the event that during this period, (i) any shares are issued pursuant to the Company's existing stock option plans that are exercisable during such three hundred sixty-five (365) day period or (ii) any registration is effected on Form S-8 or on any successor form relating to shares that are exercisable during such three hundred sixty-five (365) day period, the Company shall obtain the written agreement of such grantee or purchaser or holder of such registered securities that, for a period of one hundred eighty (180) days after the date of this Agreement, such person will not, without the prior written consent of CIBC World Markets Corp., offer for sale, sell, distribute, grant any option for the sale of, or otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such person. Without the prior written consent of CIBC World Markets Corp., the Company shall not file any registration statement on Form S-8 or any successor form with the Commission for a period of one hundred eighty (180) days after the date of this Agreement.
Registration Statement and the Prospectus. REPRESENTATION AGREEMENT (“Agreement”) dated as of the 15th day of November, 2007, by and among WORLD MONITOR TRUST III – SERIES J (“Series J”), a separate series of World Monitor Trust III, a Delaware statutory trust organized under Chapter 38 of Title 12 of the Delaware Code (the “Trust”), KENMAR SECURITIES INC., a Delaware corporation (the “Selling Agent”), PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (the “Managing Owner”), and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Advisor”).
Registration Statement and the Prospectus. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein;
Registration Statement and the Prospectus. The Partnership is, and at the Closing Date will be, duly licensed or qualified to do business and in good standing as a foreign partnership in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary (except where the failure to be so licensed or qualified will not have a material adverse effect on the condition (financial or other), results of operations or business of the Kinder Morgan Entities or subject the Partnership or the limited partners of the Partnership to any material liability or disability). Complete and correct copies of the certificate of limited partnership and of the Agreement of Limited Partnership of the Partnership, as amended and restated (the "Partnership Agreement"), and all amendments thereto have been delivered to the Underwriter, and no changes therein will be made subsequent to the date hereof and prior to the Closing Date.
Registration Statement and the Prospectus. The sale of the Shares by the Selling Stockholder pursuant hereto is not prompted by any information concerning the Company or any of its subsidiaries which is not set forth in the Time of Sale Information and the Prospectus or any amendment or supplement thereto. The Time of Sale Information and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain, at the Closing Time, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph are limited to statements or omissions based upon information relating to the Selling Stockholder or NAI furnished to the Company in writing by NAI or the Selling Stockholder expressly for use in the Time of Sale Information and the Prospectus or any amendments or supplements thereto.
Registration Statement and the Prospectus. The Company will deliver to each of the Underwriters one copy of the signed and as many conformed copies of the Registration Statement (as originally filed), the Rule 462(b) Registration Statement, if any, and of each amendment thereto relating to the Notes (including the Incorporated Documents and any exhibits filed therewith or incorporated by reference therein) as the Underwriters may reasonably request. The Company will furnish to the Underwriters as many copies of the Prospectus (as amended or supplemented) as the Underwriters shall reasonably request so long as the Underwriters are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Notes.
Registration Statement and the Prospectus. The authorized, issued and outstanding capital stock of the Company conforms in all respects to the description thereof set forth in the Registration Statement and Prospectus. Except as set forth in the Registration Statement and the Prospectus, there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exercisable or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock or other equity interest in the Company.
Registration Statement and the Prospectus. None of the information that the Acquiror will supply specifically for use in the Definitive Target Materials will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they will be made, not misleading.
Registration Statement and the Prospectus. The Company is qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions in which the ownership or leasing of the Company's properties or the nature or conduct of its business requires such qualification, except where the failure to do so would not have a material adverse effect on the condition (financial or other), business, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole.