Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 3 contracts
Samples: Underwriting Agreement (BCB Bancorp Inc), Underwriting Agreement (Sb Financial Group, Inc.), Underwriting Agreement (Sussex Bancorp)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions fifth and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each sixth paragraphs under the heading “Underwriting,” (in each case contained in the Registration Statement, any Rule 462(bProspectus) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 3 contracts
Samples: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 3 contracts
Samples: Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Tapestry, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto made (i) as to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 3 contracts
Samples: Underwriting Agreement (Citrix Systems Inc), Underwriting Agreement (Citrix Systems Inc), Underwriting Agreement (Citrix Systems Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of DeliverySettlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does do not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 1(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon upon, and in conformity with with, written information furnished to the Company by any Underwriter through the Representative Agents expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information name of the Agents in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Agent Information”).
Appears in 3 contracts
Samples: Equity Offering Sales Agreement (Americold Realty Trust), Equity Offering Sales Agreement (Americold Realty Trust), Equity Offering Sales Agreement (Americold Realty Trust)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting,” and the information in the first, second and third paragraphs under the heading “Underwriting-Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 3 contracts
Samples: Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of DeliverySettlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were or hereafter are filed with the CommissionCommission (in each instance, including any amendments thereto), as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does do not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 3 contracts
Samples: Equity Sales Agreement (W. P. Carey Inc.), Equity Sales Agreement (W. P. Carey Inc.), Equity Sales Agreement (W. P. Carey Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither of (A) the Pricing General Disclosure Package nor and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any post-effective amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the concession information appearing in the second paragraph of text under the caption “Underwriting,” the information in (i) the second, third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each fourth paragraphs under the heading “Underwriting,—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Execution (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will did not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 497, at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence Prospectus in the first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) and the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second paragraph under the heading “Underwriting,–Price Stabilization, Short Positions and Penalty Bids” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (WhiteHorse Finance, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither of (A) the Pricing General Disclosure Package nor and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any post-effective amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting,—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryDate, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions sixth and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each seventh paragraphs under the heading “Underwriting,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”). The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Selling Shareholder expressly for use therein; it being understood that only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 6(b) of this Agreement (collectively, the “Selling Shareholder Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Rexnord Corp), Underwriting Agreement (Rexnord Corp)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither none of (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, and (C) individual Written Testing-the-Waters Communication, when considered with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the a Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime and any Date of Delivery, neither none of (A) the Pricing General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package and (C) any “road show” as defined in Rule 433(h) under the Securities Act relating to the offering of the Securities, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting,–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Audentes Therapeutics, Inc.), Underwriting Agreement (Audentes Therapeutics, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each fifth paragraph under the heading “Underwriting,” relating to commissions and discounts, the information in the eleventh, twelfth and thirteenth paragraphs under the heading “Underwriting” relating to price stabilization, short positions and penalty bids, and the information in the fifteenth paragraph under the heading “Underwriting” relating to electronic offer, sale and distribution of shares in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Allison Transmission Holdings Inc), Underwriting Agreement (Allison Transmission Holdings Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, and (C) and individual Written Testing-the-Waters Communication, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) following: the third sentence statements concerning stabilizing transactions and syndicate covering transactions under the caption “Commissions Underwriting—Price Stabilization and Discounts,Short Positions” and the statements under the caption “Electronic Prospectus” (iibeginning “A prospectus in electronic format…”) of the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and section of the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Neogenomics Inc), Underwriting Agreement (Neogenomics Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timethe respective times it became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusGeneral Disclosure Package, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus or the ProspectusGeneral Disclosure Package, as when such documents are filed with the case may beCommission, did not, does not will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be The Company filed as an exhibit to the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and accompanied by the Prospectus that have not been described as requiredsatisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company Transaction Entities by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in are (i) the third sentence under concessions appearing in the Prospectus in the section entitled “Underwriting—Commissions and Discounts,” ”, (ii) the first sentence under second paragraph appearing in the Prospectus in the section entitled “Underwriting—Price Stabilization,, Short Positions” relating to stabilization transactions and syndicate covering transactions and (iii) the first sentence under “Passive Market Making,” each under paragraph appearing in the heading Prospectus in the section entitled “Underwriting,—Conflicts of Interest” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Sotherly Hotels Lp), Underwriting Agreement (Sotherly Hotels Lp)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryDate, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) eighth paragraph in the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading section “Underwriting,” contained relating to short sales, stabilization transactions and purchases to cover positions created by short sales, and the information in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained ninth paragraph in the Pricing Disclosure Package and the Prospectus section “Underwriting” relating to stabilization transactions (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Triumph Group Inc), Underwriting Agreement (Triumph Group Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting,–Price Stabilization, Short Positions” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Bloomin' Brands, Inc.), Bloomin' Brands, Inc.
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at the time of its effective timeeffectiveness, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does do not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described (in the Registration Statement, case of the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statementlight of the circumstances under which they were made), the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as requiredmisleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto thereto) or the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second and third paragraphs under the heading “Underwriting,—Price Stabilization, Short Positions” contained and the information under the heading “Underwriting—Electronic Distribution” in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (RLJ Lodging Trust), Underwriting Agreement (RLJ Lodging Trust)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each fourth paragraph under the heading “Underwriting,” and the information in the first, second and third paragraphs under the heading “Underwriting-Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date As of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the Closing Time or at any Date of Delivery, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting,Plan of Distribution–Price Stabilization, Short Positions” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).
Appears in 2 contracts
Samples: Purchase Agreement (Kaman Corp), Purchase Agreement (Huron Consulting Group Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third paragraph, the fourth sentence under “Commissions of the eighth paragraph, the ninth paragraph and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” eleventh paragraph, each under the heading “Underwriting,” in each case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Iberiabank Corp), Underwriting Agreement (Iberiabank Corp)
Accurate Disclosure. Neither The documents incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timeProspectus, at the Closing Time time they became effective or at any Date were filed with the Commission, as the case may be, complied in all material respects with the requirements of Deliverythe Securities Act or the Exchange Act, containedas applicable, contains or will contain and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor , and any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The further documents incorporated or deemed to be so filed and incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package any Preliminary Prospectus and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became when such documents become effective or when such incorporated documents were are filed with the Commission, as the case may be, when read together with will conform in all material respects to the other information in requirements of the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Securities Act or the ProspectusExchange Act, as applicable, and the case may be, did not, does not rules and regulations of the Commission thereunder and will not include contain an 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 therein, in light of the circumstances under which they are made, not misleading. There are no statutesThe Company has provided a copy to the Underwriters of each Issuer Free Writing Prospectus used in the sale of the Securities, regulations, documents or contracts of a character if any. The Company has filed all Issuer Free Writing Prospectuses required to be so filed with the Commission, and no order preventing or suspending the effectiveness or use of any Issuer Free Writing Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission. When taken together with the rest of the Time of Sale Disclosure Package, the Statutory Prospectus or the Prospectus, no Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, the Statutory Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Statutory Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment included or supplement thereto made would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in reliance upon and order to make the statements therein, in conformity with written information furnished to the light of the circumstances prevailing at the subsequent time, not misleading, the Company by any Underwriter through has promptly notified or will promptly notify the Representative expressly for use therein. For purposes of this Agreementand has promptly amended or will promptly amend or supplement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statementat its own expense, any Rule 462(b) Registration Statementsuch Issuer Free Writing Prospectus to eliminate or correct such conflict, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”)untrue statement or omission.
Appears in 2 contracts
Samples: Underwriting Agreement (Brickell Biotech, Inc.), Underwriting Agreement (Brickell Biotech, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of DeliverySettlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does do not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 1(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon upon, and in conformity with with, written information furnished to the Company by any Underwriter through the Representative Agents expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information name of the Agents and the Forward Purchasers in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Agent Information”).
Appears in 2 contracts
Samples: Terms Agreement (Americold Realty Operating Partnership, L.P.), Equity Offering Sales Agreement (Americold Realty Trust)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timethe respective time it became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusGeneral Disclosure Package, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus or the ProspectusGeneral Disclosure Package, as when such documents are filed with the case may beCommission, did not, does not will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be The Company filed as an exhibit to the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and accompanied by the Prospectus that have not been described as requiredsatisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each ninth paragraph under the heading “Underwriting,” contained (regarding short sales and stabilizing transactions) in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Plymouth Industrial REIT Inc.), Underwriting Agreement (Plymouth Industrial REIT Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company Partnership by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each last paragraph under the heading “Underwriting–New York Stock Exchange Listing,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Midcoast Energy Partners, L.P.), Underwriting Agreement (Midcoast Energy Partners, L.P.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at the time of its effectiveness, at any deemed effective timedate with respect to the Underwriters and the Securities pursuant to Rule 430B(f)(2), at the Closing Time or at any each Date of DeliveryDelivery (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any each Date of DeliveryDelivery (if any), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does do not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting,–Price Stabilization, Short Positions” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Retail Opportunity (Retail Opportunity Investments Partnership, LP), Underwriting Agreement (Retail Opportunity Investments Partnership, LP)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its the respective times the Registration Statement and any post-effective time, amendments thereto became effective or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the Applicable TimeProspectus nor any amendment or supplement thereto (including any prospectus wrapper), neither (A) as of its date, at the Pricing Disclosure Package nor (B) time of any individual Issuer Limited Use Free Writing Prospectus, when considered together filing with the Pricing Disclosure PackageCommission pursuant to Rule 424(b), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither As of the Prospectus nor any amendment or supplement thereto, as of its issue date, Applicable Time and at the Closing Time or at Time, neither (x) the General Disclosure Package nor (y) any Date of Deliveryindividual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each fourth paragraph under the heading “Underwriting,” contained and the information in the Registration Statement, any Rule 462(b) Registration Statement, first and second paragraphs under the preliminary prospectus contained heading “Underwriting—Short Positions” in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Hudson Pacific Properties, L.P.), Underwriting Agreement (Hudson Pacific Properties, L.P.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any post-effective amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second and third paragraphs under the heading “Underwriting,–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: VWR Corporation (VWR Corp), Underwriting Agreement (VWR Corp)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, when considered together at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with (i) written information furnished to the Company by any Underwriter through expressly for use therein or (ii) written information furnished to the Representative Company by the Selling Shareholder expressly for use therein. For purposes of this Agreement, the only information so furnished pursuant to the foregoing clause (i) shall be the information in (i) the third sentence under “Commissions second and Discounts,” (ii) fourth sentences of the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each fourth paragraph under the heading “Underwriting,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”), and the only information furnished pursuant to the foregoing clause (ii) shall be the information relating to the Selling Shareholder furnished in writing in preparation of the answers to Item 7 of Form S-3 (the “Selling Shareholder Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Veritiv Corp), Underwriting Agreement (Veritiv Corp)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) and the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting,–Price Stabilization and Short Positions” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Validus Holdings LTD), Underwriting Agreement (Validus Holdings LTD)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence name of the Underwriter on the cover page and under the heading “Commissions and DiscountsUnderwriting,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Triton International LTD), Underwriting Agreement (Triton International LTD)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the information in the second sentence of the first sentence under “Stabilization,” (iii) paragraph and the first sentence under “Passive Market Making,” each second paragraph under the heading “Underwriting,—Short Positions” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Wright Medical Group N.V.), Underwriting Agreement (Wright Medical Group N.V.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each second paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the subheading “Commissions and Discounts,” (ii) and in the first sentence and second paragraphs under the subheading “Stabilization,Short Positions” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Clearway Energy, Inc.), Underwriting Agreement (Clearway Energy LLC)
Accurate Disclosure. Neither The documents incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timeProspectus, at the Closing Time time they became effective or at any Date were filed with the Commission, as the case may be, complied in all material respects with the requirements of Deliverythe Securities Act or the Exchange Act, containedas applicable, contains or will contain and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor , and any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The further documents incorporated or deemed to be so filed and incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package any Preliminary Prospectus and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became when such documents become effective or when such incorporated documents were are filed with the Commission, as the case may be, when read together with will conform in all material respects to the other information in requirements of the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Securities Act or the ProspectusExchange Act, as applicable, and the case may be, did not, does not rules and regulations of the Commission thereunder and will not include contain an 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 therein, in light of the circumstances under which they are made, not misleading. There are no statutesThe Company has provided a copy to the Underwriters of each Issuer Free Writing Prospectus used in the sale of the Shares, regulations, documents or contracts of a character if any. The Company has filed all Issuer Free Writing Prospectuses required to be so filed with the Commission, and no order preventing or suspending the effectiveness or use of any Issuer Free Writing Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, the Statutory Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Statutory Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment included or supplement thereto made would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in reliance upon and order to make the statements therein, in conformity with written information furnished to the light of the circumstances prevailing at the subsequent time, not misleading, the Company by any Underwriter through has promptly notified or will promptly notify the Representative expressly for use therein. For purposes of this Agreementand has promptly amended or will promptly amend or supplement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statementat its own expense, any Rule 462(b) Registration Statementsuch Issuer Free Writing Prospectus to eliminate or correct such conflict, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”)untrue statement or omission.
Appears in 2 contracts
Samples: Underwriting Agreement (Bionano Genomics, Inc), Underwriting Agreement (Bionano Genomics, Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or Delivery will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus therein (collectively, the “Underwriter Information”) or in reliance upon and in conformity with the Selling Stockholder Information (as defined in section 4(f) below).
Appears in 2 contracts
Samples: Spark Networks Inc, Spark Networks Inc
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) statements relating to the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each concession figures under the heading “Underwriting,-Commissions and Discounts” and statements relating to stabilization under the heading “Underwriting-Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Synacor, Inc.), Underwriting Agreement (Avinger Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of DeliverySettlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement, the General Disclosure Package, any Issuer Limited Use Free Writing Prospectus or the Prospectus, it being understood and agreed that the only such information furnished by any Agent consists of the information described as such in Section 6(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does do not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Equity Offeringsm Sales Agreement (Moneygram International Inc), Equity Offeringsm Sales Agreement (REE Automotive Ltd.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the second, third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Blue Bird Corp), Blue Bird Corp
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timethe respective time it became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusGeneral Disclosure Package, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus or the ProspectusGeneral Disclosure Package, as when such documents are filed with the case may beCommission, did not, does not will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be The Company filed as an exhibit to the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and accompanied by the Prospectus that have not been described as requiredsatisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each ninth paragraph under the heading “Underwriting,” contained (regarding short sales and stabilizing transactions) in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Plymouth Industrial REIT Inc.), Underwriting Agreement (Plymouth Industrial REIT Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will did not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 497, at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package Package, the part of the Registration Statement that constitutes the Statement of Eligibility and Qualification under the 1939 Act (Form T-1) of the Trustee under the Indenture or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence Prospectus in the first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) and the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second paragraph under the heading “Underwriting,–Price Stabilization, Short Positions and Penalty Bids” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (WhiteHorse Finance, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timethe times they became effective, at each deemed effective date with respect to the Closing Agent pursuant to Rule 430B(f)(2) under the Securities Act, at each Applicable Time or and at any Date of Deliveryeach Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the Applicable Time, neither Prospectus (A) the Pricing Disclosure Package nor (B) any individual one or more Issuer Limited Use Free Writing Prospectus, Prospectuses when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus Prospectus) nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing time of filing with the Commission pursuant to Rule 424(b) under the Securities Act, at each Applicable Time or at any Date of DeliverySettlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus and the any Issuer Free Writing Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus or such Issuer Free Writing Prospectus when considered together with the Prospectus, as the case may be, did not, does not and will not include an 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 therein, in light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or the Pricing Disclosure Package thereto), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Agent expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Equity Distribution Agreement (STAG Industrial, Inc.), Equity Distribution Agreement (STAG Industrial, Inc.)
Accurate Disclosure. Neither the (i) The Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement of effectiveness, did not contain and, as amended or Rule 462(b) Registration Statement became effective or supplemented, if applicable, when such incorporated documents were filed with the Commissionamendment or supplement became effective, did not contain, as of the case may bedate any such amendment or supplement became effective, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectusand, as the case may beamended or supplemented, did notif applicable, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b(ii) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement and the Prospectus comply and, as amended or Rule 462(bsupplemented, if applicable, when such amendment or supplement became effective, complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) Registration Statementthe Time of Sale Prospectus (including any prospectus wrapper) does not, which are and at the time of each sale of the Shares in connection with the offering when the Prospectus is not described or filed as required. There are no business relationships or related person transactions involving yet available to prospective purchasers, at the Company or any Subsidiary Closing Date (as defined hereinin Section 5) and at any Option Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any other person required untrue statement of a material fact or omit to be described state a material fact necessary to make the statements therein, in the Registration Statementlight of the circumstances under which they were made, not misleading, (iv) each road show, if any, when considered together with the Time of Sale Prospectus, does not contain and will not contain 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 and (v) as of its date, as of the date hereof, as of the Closing Date and as of any Option Closing Date, the Rule 462(bProspectus (including any Prospectus wrapper) Registration Statementdoes not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the Pricing Disclosure Package and statements therein, in the Prospectus that have light of the circumstances under which they were made, not been described as requiredmisleading. The representations and warranties in this subsection Section 1(b) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the Underwriters severally confirm and the Company acknowledges and agrees that the only information so furnished shall be the information in (i) the third sentence under “Commissions fourth and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each seventh paragraphs under the heading “Underwriting” and the information under the headings “Underwriting—Discretionary Sales,” contained “Underwriting—Selling Restrictions” (except for that portion of the first paragraph thereof referring to the Company) and “Underwriting—Price Stabilization, Short Positions and Penalty Bids,” in each case, included in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package most recent Preliminary Prospectus and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Independence Realty Trust, Inc), Underwriting Agreement (Independence Realty Trust, Inc)
Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an 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, in light of the circumstances under which they were made, not misleading. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its the effective timetime of each part thereof, at the First Closing Time Date (as defined in Section 3 below) or at any the Second Closing Date of Delivery(as defined in Section 3 below), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), neither (A) the Pricing Time of Sale Disclosure Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing Prospectusissuer free writing prospectus (as defined below), when considered together with the Pricing Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at the Second Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company by you, or by any Underwriter through the Representative expressly you, specifically for use therein. For purposes in the preparation of this Agreementsuch document, it being understood and agreed that the only such information so furnished shall be by any Underwriter consists of the information described as such in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”Section 6(e).
Appears in 2 contracts
Samples: Underwriting Agreement (Duos Technologies Group, Inc.), Underwriting Agreement (HyreCar Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any either Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting — Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting,Underwriting — Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting — Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (HD Supply Holdings, Inc.), Underwriting Agreement (HD Supply Holdings, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 1(b) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) eleventh paragraph in the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading section “Underwriting,” contained relating to short sales, stabilization transactions and purchases to cover positions created by short sales, and the information in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained twelfth and thirteenth paragraphs in the Pricing Disclosure Package and the Prospectus section “Underwriting” relating to stabilization transactions (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (BDT Capital Partners, LLC), Underwriting Agreement (Colfax CORP)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither of (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusProspectus and (C) individual Written Testing-the-Waters Communication, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in following: the sixth paragraph (i) beginning “The representatives have advised us…”), the third statements concerning stabilizing transactions and syndicate covering transactions under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the sentence under the caption “Commissions and Discounts,Electronic Distribution” (iibeginning “In connection with the offering…”) of the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and section of the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Neogenomics Inc), Underwriting Agreement (Neogenomics Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concession and reallowance figures appearing in (i) the third sentence Prospectus under the heading “Underwriting—Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,—Stabilization” and the first sentence under the heading “Underwriting—Passive Market Making” in each case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 2 contracts
Samples: Underwriting Agreement (Cambridge Bancorp), Underwriting Agreement (First Bancshares Inc /MS/)
Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an 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, in light of the circumstances under which they were made, not misleading. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its the effective timetime of e ach part thereof, at the First Closing Time Date (as defined in Section 3 below) or at any the Second Closing Date of Delivery(as defined in Section 3 below), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), neither (A) the Pricing Time of Sale Disclosure Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing Prospectusissuer free writing prospectus (as defined below), when considered together with the Pricing Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at the Second Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company by you, or by any Underwriter through the Representative expressly you, specifically for use therein. For purposes in the preparation of this Agreementsuch document, it being understood and agreed that the only such information so furnished shall be by any Underwriter consists of the information described as such in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”Section 6(e).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusEach document, when considered together with the Pricing Disclosure Packageif any, includedfiled, includes furnished, or will include an untrue statement of a material fact delivered, or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be filed, furnished, or delivered, pursuant to the Exchange Act and incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the Prospectusapplicable rules and regulations of the Commission thereunder, at the time the Registration Statement or Rule 462(b(B) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in each part of the Registration Statement, the Rule 462(b) Registration Statementwhen such part became effective, the Pricing Disclosure Package or the Prospectusdid not contain, and each such part, as the case may beamended or supplemented, did notif applicable, does not and will not include an 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. There are no statutes, regulations, documents or contracts (C) the Registration Statement as of the date hereof does not contain any untrue statement of a character material fact or omit to state a material fact required to be described in stated therein or necessary to make the statements therein not misleading, (D) the Registration Statement, the Rule 462(b) Registration Statement, the Pre-Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus that have comply, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (E) the General Disclosure Package does not been described and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at any Date of Delivery, the General Disclosure Package, as requiredthen amended or supplemented by the Company, if applicable, will not, contain 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, (F) each broadly available road show, if any, when considered together with the General Disclosure Package, does not contain 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 and (G) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions thirteenth, fourteenth, fifteenth, and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each sixteenth paragraphs under the heading “Section "Underwriting,” " in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus therein (collectively, the “"Underwriter Information”").
Appears in 1 contract
Samples: Underwriting Agreement (Trillium Therapeutics Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second paragraph under the heading “Underwriting—New York Stock Exchange,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable TimeNo preliminary prospectus (including any documents incorporated therein by reference), neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Packageas of its date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither As of the Prospectus Applicable Time, neither (A) the General Disclosure Package nor (B) any amendment or supplement theretoindividual Issuer Limited Use Free Writing Prospectus, as of its issue datewhen considered together with the General Disclosure Package, at the Closing Time or at any Date of Delivery, included, includes included or will include an untrue statement of a material fact or omittedomitted or will omit to state a material fact necessary in order to make the statements therein, omits in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) under the 1933 Act or at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Credit Suisse expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting,–Discounts” and the information in the first and second paragraphs under the heading “Underwriting–Short Positions” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timethe times they became effective, at each deemed effective date with respect to RBC pursuant to Rule 430B(f)(2) under the Closing Securities Act, at each Applicable Time or and at any Date of Deliveryeach Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the Applicable Time, neither Prospectus (A) the Pricing Disclosure Package nor (B) any individual one or more Issuer Limited Use Free Writing Prospectus, Prospectuses when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus Prospectus) nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing time of filing with the Commission pursuant to Rule 424(b) under the Securities Act, at each Applicable Time or at any Date of DeliverySettlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus and the any Issuer Free Writing Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus or such Issuer Free Writing Prospectus when considered together with the Prospectus, as the case may be, did not, does not and will not include an 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 therein, in light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or the Pricing Disclosure Package thereto), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative RBC expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Equity Distribution Agreement (STAG Industrial, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will did not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 497, at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative J.X. Xxxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence Prospectus in the first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) and the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second paragraph under the heading “Underwriting,–Price Stabilization, Short Positions and Penalty Bids” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable TimeNo preliminary prospectus (including any documents incorporated therein by reference), neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Packageas of its date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither As of the Prospectus Applicable Time, neither (A) the General Disclosure Package nor (B) any amendment or supplement theretoindividual Issuer Limited Use Free Writing Prospectus, as of its issue datewhen considered together with the General Disclosure Package, at the Closing Time or at any Date of Delivery, included, includes included or will include an untrue statement of a material fact or omittedomitted or will omit to state a material fact necessary in order to make the statements therein, omits in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) under the 1933 Act or at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutesThe investor presentation dated June 2023 (the “Investor Presentation”), regulationswhen considered together with the General Disclosure Package, documents or contracts did not, and at the Closing Time, will not, include an untrue statement of a character required material fact or omit to be described state a material fact necessary in order to make the statements therein, in the Registration Statementlight of the circumstances under which they were made, not misleading; provided that the Rule 462(b) Registration Statement, Company makes no representation and warranty with respect to any statements or omissions made in the Pricing Disclosure Package Investor Presentation in reliance upon and the Prospectus, or in conformity with information relating to be filed as an exhibit any Underwriter furnished to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving Company in writing by such Underwriter through the Company or any Subsidiary (as defined herein) or any other person required to be described Representatives expressly for use in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as requiredInvestor Presentation. The representations and warranties in this subsection shall not apply to (x) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (y) statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package Package, the Investor Presentation or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting,–Discounts” and the information in the first and second paragraphs under the heading “Underwriting–Short Positions and Certain Other Transactions” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions fourth and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each tenth through thirteenth paragraphs under the heading “Underwriting,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each fourth paragraph under the heading “Underwriting—New York Stock Exchange,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) statements relating to the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each concession figures under the heading “Underwriting,-Commission and Expenses” and statements relating to stabilization under the heading “Underwriting-Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement(i) Each document, the Rule 462(b) Registration Statement nor any post-effective amendment theretoif any, at its effective timefiled, at the Closing Time furnished, or at any Date of Deliverydelivered, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein filed, furnished, or necessary delivered, pursuant to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be Canadian Securities Laws and incorporated by reference in the Registration Statement, Canadian Prospectus Supplement complied or will comply when so filed in all material respects with Canadian Securities Laws and (B) the Rule 462(b) Registration Statement, Exchange Act and incorporated by reference in the Pricing Disclosure Package or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the Prospectusapplicable rules and regulations of the Commission thereunder, at the time the Registration Statement or Rule 462(b(ii) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statementwhen it became effective, the Pricing Disclosure Package did not contain, and as amended or the Prospectussupplemented, if applicable, will not contain, as of the case may bedate of such amendment or supplement, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a character material fact or omit to state a material fact required to be described in stated therein or necessary to make the Registration Statementstatements therein not misleading, the Rule 462(b(iv) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement and the U.S. Prospectus comply, in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Disclosure Package does not, and at the time of each sale of the Shares in connection with the offering, the Disclosure Package, as then amended or Rule 462(b) Registration Statementsupplemented by the Company, which are not described if applicable, will not, contain any untrue statement of a material fact or filed as required. There are no business relationships or related person transactions involving omit to state a material fact necessary to make the Company or any Subsidiary (as defined herein) or any other person required to be described statements therein, in the Registration Statementlight of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together with the Disclosure Package, does not contain 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, and (vii) as of its date, the Rule 462(b) Registration StatementU.S. Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the Pricing Disclosure Package light of the circumstances under which they were made, not misleading. The Form F-X conforms in all material respects with the requirements of the Securities Act and the Prospectus that have not been described as requiredapplicable rules and regulations of the Commission thereunder. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto thereto), the Disclosure Package, or the Pricing Disclosure Package or the Prospectus Prospectuses (or any amendment or supplement thereto thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Agent expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in following information: (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each ninth paragraph under the heading “Underwriting,Plan of Distribution” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Agent Information”).
Appears in 1 contract
Samples: Equity Distribution Agreement (Cardiol Therapeutics Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each third paragraph under the heading “Underwriting—New York Stock Exchange,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date As of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the Closing Time or at any Date of DeliveryOption Closing Date, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting,Plan of Distribution—Commissions and Discounts” contained and the information in the Registration Statementfirst paragraph under the heading “Plan of Distribution—Price Stabilization, any Rule 462(b) Registration Statement, the preliminary prospectus contained Short Positions” in the Pricing Disclosure Package and the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).
Appears in 1 contract
Samples: Purchase Agreement (Medallia, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timethe respective times it became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusGeneral Disclosure Package, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus or the ProspectusGeneral Disclosure Package, as when such documents are filed with the case may beCommission, did not, does not will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be The Company filed as an exhibit to the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and accompanied by the Prospectus that have not been described as requiredsatisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company Transaction Entities by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in are (i) the third sentence under concessions appearing in the Prospectus in the section entitled “Underwriting—Commissions and Discounts,” ”, (ii) the first sentence under second paragraph appearing in the Prospectus in the section entitled “Underwriting—Price Stabilization,, Short Positions” relating to stabilization transactions and syndicate covering transactions and (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained paragraph appearing in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained Prospectus in the Pricing Disclosure Package and the Prospectus section entitled Underwriting—Conflicts of Interest”. (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) under the third sentence under captions “Commissions Underwriting/Conflicts of Interest-Stabilization” and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Underwriting/Conflicts of Interest-Passive Market Making,” in each under the heading “Underwriting,” case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date As of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the Closing Time or at any Date of Delivery, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be [the information in (i) the second and third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each sentences under the heading “UnderwritingPlan of Distribution–Notes are Not Being Registered,” contained and the information in the Registration Statementfirst paragraph under the heading “Plan of Distribution–Price Stabilization, any Rule 462(b) Registration Statement, the preliminary prospectus contained Short Positions” in the Pricing Disclosure Package and the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).
Appears in 1 contract
Samples: Purchase Agreement (Harmonic Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date As of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the Closing Time or at any Date of Delivery, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter Initial Purchaser through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Plan of Distribution – Commissions and Discounts,” (ii) the third sentence of the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “UnderwritingPlan of Distribution – Notes are Not Being Registered,” contained the third and fourth sentences under the heading “Plan of Distribution – New Issue of Notes” and the information in the Registration Statementfirst paragraph under the heading “Plan of Distribution–Price Stabilization, any Rule 462(b) Registration Statement, the preliminary prospectus contained Short Positions” in the Pricing Disclosure Package and the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).
Appears in 1 contract
Samples: Purchase Agreement (SYNAPTICS Inc)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timethe respective times it became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Securities Act Regulations (“Rule 424(b)”), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the Exchange Act Regulations, and none of such documents incorporated contained any untrue statement of a material fact or deemed omitted to be state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, Prospectus or the Pricing Disclosure Package and the ProspectusPackage, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were are filed with the Commission, as will conform in all material respects to the case may be, when read together with requirements of the other information in Exchange Act and the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not Exchange Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be The Company filed as an exhibit to the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and accompanied by the Prospectus that have not been described as requiredsatisfying the requirements of Section 10 under the Securities Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in consists of (i) the third sentence under first paragraph appearing in the Prospectus in the section entitled “Commissions and DiscountsUnderwriting,” (ii) the first sentence under “Stabilization,” discount and concessions information appearing in the Prospectus in the section entitled Underwriting – Commissions and Expenses, (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained and second paragraphs appearing in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained Prospectus in the Pricing Disclosure Package section entitled “Underwriting – Stabilization” and (iv) the second paragraph appearing in the Prospectus in the section entitled “Underwriting – Our Relationships with the Underwriters” (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither none of (A) the Pricing General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, (C) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, and (D) the Bona Fide Electronic Road Show, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) statements regarding the third sentence under “Commissions selling concession and Discounts,” (ii) reallowance figures and the first sentence under “Stabilization,” (iii) paragraph relating to stabilization by the first sentence under “Passive Market Making,” each Underwriters appearing under the heading caption “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concession and reallowance figures appearing in (i) the third sentence first paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the information in the second sentence of the first sentence under “Stabilization,” (iii) paragraph and the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting,—Short Positions” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Purchase Agreement (Tornier N.V.)
Accurate Disclosure. Neither the Registration Statement, the any Rule 462(b) Registration Statement Statement, nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, date or at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the any Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or any Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence list of Underwriters and their respective allocation of the Shares under the heading “Commissions and DiscountsUnderwriting,” (ii) the first sentence under “Stabilization,” (iii) second and third sentences of the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting—Underwriting Discounts,” and (iii) the first, second, third and fourth paragraphs and the first sentence of the fifth paragraph under the heading “Underwriting—Price Stabilization, Short Positions, and Penalty Bids,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Underwriting Agreement (Bank7 Corp.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made (A) in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Selling Stockholder Information, or (B) in reliance upon and in conformity with the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Underwriting Agreement (Visa Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, containedTime, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence names of the Underwriters on the cover page and under the heading “Commissions and DiscountsUnderwriting,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date As of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the Closing Time or at any Date of Delivery, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the names of the Initial Purchasers on the cover page and under the heading “Plan of Distribution,” the information in (i) the third sentence first paragraph under the heading “Plan of Distribution—Commissions and Discounts,” (ii) and the first third sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,Plan of Distribution—New Issue of Notes” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Initial Purchaser Information”).
Appears in 1 contract
Samples: Purchase Agreement (Kbr, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus supplement), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto or thereto, the Pricing General Disclosure Package or the Prospectus or any amendment amendments or supplement supplements thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the Underwriters through the Representative Representatives expressly for use therein. For purposes of this Agreement, it being understood and agreed that the only such information so furnished shall be by any Underwriter through the Representatives consists of (A) the names of such Underwriter as presented on the front and back cover of the preliminary prospectus and the Prospectus and (B) the concession figures appearing in the fifth paragraph under the caption “Underwriting (Conflicts of Interest),” the information concerning market making by the Underwriters in the eighth paragraph under the caption “Underwriting (i) Conflicts of Interest)” and the third sentence information concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters contained in the ninth paragraph under the caption “Commissions and Discounts,” Underwriting (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market MakingConflicts of Interest),” each under the heading “Underwriting,” contained as set forth in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any post-effective amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second and third paragraphs under the heading “Underwriting,–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Underwriting Agreement (VWR Corp)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain (as the case may be) an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto (i) included in the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concession and reallowance figures appearing in (i) the third sentence Prospectus under the heading “Underwriting ⸺ Commissions and Discounts,” (ii) the first sentence under the heading “Underwriting ⸺ Stabilization,” (iii) and the first sentence under the heading “Underwriting ⸺ Passive Market Making,” in each under the heading “Underwriting,” case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Blue Bird Corp
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions fifth and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each sixth paragraphs under the heading “UnderwritingUnderwriter,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained each case in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 1(b) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) thirteenth paragraph in the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading section “Underwriting,” contained in the Registration Statementrelating to short sales, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package stabilization transactions and the Prospectus purchases to cover positions created by short sales (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Underwriting Agreement (Colfax CORP)
Accurate Disclosure. Neither As of the Registration StatementApplicable Time, neither the Time of Sale Prospectus, including any documents incorporated by reference therein, nor the other information or materials distributed to prospective investors, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the Rule 462(b“General Disclosure Package”) Registration Statement nor included any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At The preceding sentence does not apply to statements in or omissions from the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together in reliance upon or in conformity with written information furnished to the Pricing Company by the Placement Agent specifically for use therein. Each part of the General Disclosure Package, includedas of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Placement Agent as described in the next sentence, includes did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following the issuance of a part of the General Disclosure Package there occurred or occurs an event or development as a result of which such part of the General Disclosure Package conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such part of the General Disclosure Package, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted, omits omitted or will would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Placement Agent and (ii) the Company has promptly amended or will promptly amend or supplement such part of the General Disclosure Package to eliminate or correct such conflict, untrue statement or omission. Neither Any reference to the General Disclosure Package or the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or shall be deemed to be refer to and include (i) the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on October 29, 2014 (the “Annual Report”) and (ii) all reports on Form 6-K that so indicate they are being incorporated by reference in into the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make that are expressly incorporated by reference into the statements therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and pursuant to the Prospectus, or any amendment or supplement thereto. All documents filed under the Exchange Act and so deemed to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described included in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus Prospectus, as the case may be, or any amendment or supplement thereto made are hereinafter called the “Exchange Act Reports”. The Annual Report and the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in reliance upon and in conformity with written information furnished all material respects to the Company by any Underwriter through applicable requirements of the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package Exchange Act and the Prospectus (collectively, applicable rules and regulations of the “Underwriter Information”)Commission thereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genetic Technologies LTD)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under “the heading "Underwriting–Commissions and Discounts,” (ii) " the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each third paragraph under the heading “"Underwriting,” –Price Stabilization, Short Positions" and the information under the heading "Underwriting–Electronic Distribution" in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “"Underwriter Information”").
Appears in 1 contract
Samples: Underwriting Agreement (Ship Finance International LTD)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof or at the Closing Time or (and, if any Option Securities are purchased, at any the Date of Delivery), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At As of the Applicable Time, neither none of (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the information in the second sentence of the first sentence under “Stabilization,” (iii) paragraph, the first sentence under “Passive Market Making,” each second paragraph, the third paragraph and the fourth paragraph under the heading “Underwriting,—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Underwriting Agreement (Floor & Decor Holdings, Inc.)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) statements relating to the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each concession figures under the heading “Underwriting,-Commissions and Discounts” and statements relating to stabilization under the heading “Underwriting-Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Aytu Biopharma, Inc
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date As of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the Closing Time or at any Date of Delivery, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter Initial Purchaser through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Plan of Distribution–Commissions and Discounts,” (ii) and the information in the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting,Plan of Distribution–Price Stabilization, Short Positions” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Initial Purchaser Information”).
Appears in 1 contract
Accurate Disclosure. Neither the The Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains does not or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became DB1/83663541.2 effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished by any Underwriter shall be the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting,–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained included in the Pricing General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime and any Date of Delivery, neither none of (A) the Pricing General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package and (C) any “road show” as defined in Rule 433(h) under the 1933 Act relating to the offering of the Securities, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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 therein, in the light of the circumstances under which they were made with respect to the General Disclosure Package or Prospectus, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the first sentence of the third paragraph; the fourth paragraph; the first two sentences of the first paragraph under the section entitled “Commission and Expenses”; the first sentence of the first paragraph, the third sentence under “Commissions of the second paragraph and Discounts,” (ii) the first sentence of the sixth paragraph under the section entitled “Stabilization,” (iii) ”; and the first sentence and fourth sentences under the section entitled “Passive Market Making,Electronic Distribution” each under the heading caption “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, on the date hereof or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) information in the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “Underwriting,Underwriting (Conflicts of Interest)—Commissions and Discounts”, (ii) information in the third sentence in the first paragraph under the heading “Underwriting (Conflicts of Interest)—New Issue of Notes” and (iii) information in the first and second paragraphs under the heading Underwriting (Conflicts of Interest)—Short Positions”, in each case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an 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, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its the effective timetime of each part thereof, at the First Closing Time Date (as defined below) or at any the Option Closing Date of Delivery(as defined below), contained, contains or will contain contain, as the case may be, an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), neither (A) the Pricing Time of Sale Disclosure Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the Pricing Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at the Option Closing Date, included, includes or will include include, as the case may be, an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this Section 2(a)(ii) shall not apply to statements in or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the omissions from any Preliminary Prospectus, at the time the Registration Statement (or Rule 462(bany amendment thereto), the Time of Sale Disclosure Package, the Prospectus (or any supplement thereto) Registration Statement became effective or when such incorporated documents were filed with any Issuer Free Writing Prospectus made in reliance upon, and in conformity with, written information furnished to the CommissionCompany by you, as the case may beor by any Underwriter through you, when read together with the other information specifically for use in the Registration Statementpreparation of such document, it being understood and agreed that such information furnished by any Underwriter consists solely of the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, information described as the case may be, did not, does not and will not include an 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 misleadingsuch in Section 6(e). There are no statutes, regulations, contracts or other documents or contracts of a character required to be described in the Registration Statement, Preliminary Prospectus or the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, Prospectus or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are have not been described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Underwriting Agreement (Edap TMS Sa)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) (including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the second, third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each fourth paragraphs under the heading “Underwriting,–Price Stabilization, Short Positions” and the information under the heading “Underwriting–Electronic Offer, Sale and Distribution of Shares” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Underwriting Agreement (Noranda Aluminum Holding CORP)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of DeliverySettlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Agent furnished to the Company in writing by such Agent expressly for use in the Registration Statement, the General Disclosure Package, any Issuer Limited Free Writing Prospectus or the Prospectus, it being understood and agreed that the only such information furnished by any Agent consists of the information described as such in Section 6(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does do not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Samples: Equity Offeringsm Sales Agreement (South Jersey Industries Inc)
Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an 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, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its the effective timetime of each part thereof, at the Closing Time or at any Date of Delivery(as defined below), contained, contains or will contain contain, as the case may be, an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), neither (A) the Pricing Time of Sale Disclosure Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the Pricing Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the Closing Date, included, includes or will include include, as the case may be, an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing Time of Sale Disclosure Package or Package, the Prospectus (or any amendment supplement thereto) or supplement thereto any Issuer Free Writing Prospectus made in reliance upon upon, and in conformity with with, written information furnished to the Company by you, or by any Underwriter through the Representative expressly you, specifically for use therein. For purposes in the preparation of this Agreementsuch document, the only it being understood and agreed that such information so furnished shall be by any Underwriter consists solely of the information described as such in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”Section 6(e).
Appears in 1 contract
Samples: Purchase Agreement (Edap TMS Sa)
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement Statements nor any post-effective amendment thereto, at its their effective time, or at the Closing Time or at any Date of DeliveryTime, contained, contains contain or will contain an untrue statement of a material fact or omitted, omits omit or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b), or at any Date of Deliverythe Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration StatementStatements, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement Statements became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration StatementStatements, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement Statements (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each and second paragraphs under the heading “Underwriting,—Price Stabilization, Short Positions” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did notdid, does not and will any further documents so filed or incorporated by reference will, not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence first paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each second, third and fourth paragraphs under the heading “Underwriting,—Price Stabilization and Short Positions” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package Prospectus and the Prospectus information under the heading “Underwriting—Electronic Offer, Sale and Distribution of Shares” (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective timethe respective times it became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusGeneral Disclosure Package, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package Prospectus or the ProspectusGeneral Disclosure Package, as when such documents are filed with the case may beCommission, did not, does not will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be The Company filed as an exhibit to the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and accompanied by the Prospectus that have not been described as requiredsatisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company Transaction Entities by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in are (i) the third sentence under concessions appearing in the Prospectus in the section entitled “Underwriting—Commissions and Discounts,” ”, (ii) the first sentence under second paragraph appearing in the Prospectus in the section entitled “Underwriting—Price Stabilization,, Short Positions” relating to stabilization transactions and syndicate covering transactions and (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained paragraph appearing in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained Prospectus in the Pricing Disclosure Package and the Prospectus section entitled Underwriting—Conflicts of Interest” (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, at the Closing Time time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the Closing Time time of any filing with the Commission pursuant to Rule 424(b) or at any Date of DeliverySettlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the ProspectusIncorporated Documents, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does do not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties contained in this subsection Section 5(b) shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and or in conformity with written information furnished to the Company by any Underwriter through the Representative Agent expressly for use therein. For purposes , it being understood and agreed that as of this Agreement, the date hereof the only such information so furnished shall be by the Agent consists of the information described in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”Section 11(b).
Appears in 1 contract
Samples: CAI International, Inc.
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or, at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such documents incorporated documents or deemed to be incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto or thereto), the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each paragraph under the heading “UnderwritingUnderwriting (Conflicts of Interest)” and the information in the first and second paragraphs under the heading “Underwriting (Conflicts of Interest)—Price stabilization and short positions,” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement(i) Each document, the Rule 462(b) Registration Statement nor any post-effective amendment theretoif any, at its effective timefiled, at the Closing Time furnished, or at any Date of Deliverydelivered, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein filed, furnished, or necessary delivered, pursuant to make the statements therein not misleading. At the Applicable Time, neither (A) the Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be Canadian Securities Laws and incorporated by reference in the Registration Statement, Canadian Prospectus Supplement complied or will comply when so filed in all material respects with Canadian Securities Laws and (B) the Rule 462(b) Registration Statement, Exchange Act and incorporated by reference in the Pricing Disclosure Package or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the Prospectusapplicable rules and regulations of the Commission thereunder, at the time the Registration Statement or Rule 462(b(ii) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statementwhen it became effective, the Pricing Disclosure Package did not contain, and as amended or the Prospectussupplemented, if applicable, will not contain, as of the case may bedate of such amendment or supplement, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a character material fact or omit to state a material fact required to be described in stated therein or necessary to make the Registration Statementstatements therein not misleading, the Rule 462(b(iv) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement and the U.S. Prospectus comply, in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Disclosure Package does not, and at the time of each sale of the Shares in connection with the offering, the Disclosure Package, as then amended or Rule 462(b) Registration Statementsupplemented by the Company, which are not described if applicable, will not, contain any untrue statement of a material fact or filed as required. There are no business relationships or related person transactions involving omit to state a material fact necessary to make the Company or any Subsidiary (as defined herein) or any other person required to be described statements therein, in the Registration Statementlight of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together with the Disclosure Package, does not contain 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, and (vii) as of its date, the Rule 462(b) Registration StatementU.S. Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the Pricing Disclosure Package light of the circumstances under which they were made, not misleading. The Form F-X conforms in all material respects with the requirements of the Securities Act and the Prospectus that have not been described as requiredapplicable rules and regulations of the Commission thereunder. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto thereto), the Disclosure Package, or the Pricing Disclosure Package or the Prospectus Prospectuses (or any amendment or supplement thereto thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Agent expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each ninth paragraph under the heading “Underwriting,Plan of Distribution” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Agent Information”).
Appears in 1 contract
Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment theretothereto filed after the date hereof, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither none of (A) the Pricing General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Pricing General Disclosure Package, included(C) any Bona Fide Electronic Road Show, includes when considered together with the General Disclosure Package, or will include (D) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretoThe Prospectus, as of its issue date, at the Closing Time or and at any Date of Delivery, included, includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the General Disclosure Package, any Rule 462(b) Registration Statement or individual Issuer Limited Use Free Writing Prospectus, any amendment thereto or the Pricing Disclosure Package individual Written Testing-the-Waters Communication, or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be by the Underwriters for inclusion in the Registration Statement, the General Disclosure Package, any Issuer Limited Use Free Writing Prospectus or any Written Testing-the-Waters Communication consists of the information on the cover page of the Prospectus regarding delivery of the Units, the list of Underwriters and their respective participation in the sale of the Units, the information in (i) the third sentence first paragraph under the heading “Underwriting–Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) information in the first sentence under “Passive Market Making,” each last paragraph under the heading “Underwriting–New York Stock Exchange Listing,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
Appears in 1 contract
Accurate Disclosure. Neither As of the Registration StatementApplicable Time, neither the Time of Sale Prospectus, including any documents incorporated by reference therein, nor the other information or materials distributed to prospective investors, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the Rule 462(b“General Disclosure Package”) Registration Statement nor included any post-effective amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At The preceding sentence does not apply to statements in or omissions from the Applicable Time, neither (A) the Pricing General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together in reliance upon or in conformity with written information furnished to the Pricing Company by the Placement Agent specifically for use therein. Each part of the General Disclosure Package, includedas of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Placement Agent as described in the next sentence, includes did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following the issuance of a part of the General Disclosure Package there occurred or occurs an event or development as a result of which such part of the General Disclosure Package conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such part of the General Disclosure Package, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted, omits omitted or will would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Placement Agent and (ii) the Company has promptly amended or will promptly amend or supplement such part of the General Disclosure Package to eliminate or correct such conflict, untrue statement or omission. Neither Any reference to the General Disclosure Package or the Prospectus nor any amendment or supplement theretoshall be deemed to refer to and include (i) the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on October 28, 2016, as of its issue dateamended on November 4, at 2016 (as so amended, the Closing Time or at any Date of Delivery“Annual Report”), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which and (ii) all reports on Form 6-K that so indicate they were made, not misleading. The documents incorporated or deemed to be are being incorporated by reference in into the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make that are expressly incorporated by reference into the statements therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing General Disclosure Package and pursuant to the Prospectus, or any amendment or supplement thereto. All documents filed under the Exchange Act and so deemed to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described included in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Pricing General Disclosure Package or the Prospectus Prospectus, as the case may be, or any amendment or supplement thereto made are hereinafter called the “Exchange Act Reports”. The Annual Report and the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in reliance upon and in conformity with written information furnished all material respects to the Company by any Underwriter through applicable requirements of the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the heading “Underwriting,” contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package Exchange Act and the Prospectus (collectively, applicable rules and regulations of the “Underwriter Information”)Commission thereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genetic Technologies LTD)
