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60 <br /> for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a <br /> party to a retail distribution agreement, to comply with its corresponding agreement regarding <br /> the hold-the-offering-price rule as applicable to the Bonds. <br /> (e) The Underwriters acknowledge that sales of any Bonds to any person that <br /> is a related party to the Underwriters shall not constitute sales to the public for purposes of this <br /> section. Further, for purposes of this section: <br /> i. "public"means any person other than an underwriter or a related party, <br /> ii. "underwriter" means (A) any person that agrees pursuant to a written <br /> contract with the County (or with the lead underwriter to form an <br /> underwriting syndicate) to participate in the initial sale of the Bonds to the <br /> public and (B) any person that agrees pursuant to a written contract <br /> directly or indirectly with a person described in clause (A) to participate in <br /> the initial sale of the Bonds to the public (including a member of a selling <br /> group or a party to a retail distribution agreement participating in the <br /> initial sale of the Bonds to the public), <br /> iii. a purchaser of any of the Bonds is a"related party"to an underwriter if the <br /> underwriter and the purchaser are subject, directly or indirectly, to (i) at <br /> least 50% common ownership of the voting power or the total value of <br /> their stock, if both entities are corporations (including direct ownership by <br /> one corporation of another), (ii) more than 50% common ownership of <br /> their capital interests or profits interests, if both entities are partnerships <br /> (including direct ownership by one partnership of another), or (iii) more <br /> than 50% common ownership of the value of the outstanding stock of the <br /> corporation or the capital interests or profit interests of the partnership, as <br /> applicable, if one entity is a corporation and the other entity is a <br /> partnership (including direct ownership of the applicable stock or interests <br /> by one entity of the other), and <br /> iv. "sale date" means the date of execution of this Bond Purchase Agreement <br /> by all parties. <br /> (4) Official Statement. The County hereby ratifies and approves the Preliminary <br /> Official Statement dated May _, 2019 (the "Preliminary Official Statement"), and consents to <br /> its distribution and use by the Underwriters prior to the date hereof in connection with the public <br /> offering and sale of the Bonds. The County confirms that the Preliminary Official Statement was <br /> "deemed final" by the County as of its date for purposes of Rule 15c2-12 of the United States <br /> Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"). <br /> Upon acceptance of this offer, the County shall prepare a final Official Statement and shall, <br /> within the earlier of seven (7) business days following the date hereof or two business days prior <br /> to the Closing Date (as hereinafter defined), deliver to the Underwriters printed copies of such <br /> final Official Statement (such final Official Statement, together with any amendment or <br /> supplement thereto, being the "Official Statement") in sufficient quantity as may reasonably be <br /> required by the Underwriters in order to comply with the Rule and any applicable rules of the <br /> -4- <br />