Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20, 2009, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20Offering Memorandum, 2009as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 10:00 p.m., New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20September 24, 20092013, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Companies by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8 8(e) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 2011, 20092016, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Kansas City Southern
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20November 17, 20092011, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (L 3 Communications Holdings Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20Offering Memorandum, 2009as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 5:00 p.m., New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically Initial Purchaser for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20July 17, 20092013, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Companies by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 8(f) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20September 18, 20092012, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Guarantor by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Argo Group International Holdings, Ltd.)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May March 20, 20092013, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May July 20, 20092020, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “"Disclosure Package” " shall mean (i) the Preliminary Prospectus dated May 20Offering Memorandum, 2009as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage ("Issuer Written Information"). As of the Initial Sale Time, the The Disclosure Package as of 8:00 pm (Eastern time) on the date hereof (the "Applicable Time") did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Purchase Agreement (Polymedica Corp)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20February 23, 20092011, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I Schedule II hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain include any untrue statement of a material fact or omit to state 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 immediately preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: McKesson Corp
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20, 2009Pricing Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Usg Corp)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20, 2009Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Prologis)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20September 8, 2009, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Airgas Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20October 5, 20092011, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20February 26, 20092018, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20June 1, 20092016, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20Offering Memorandum, 2009as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 7:30 p.m., New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically BAS expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (iA) At the Preliminary Prospectus dated May 20, 2009, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Applicable Time, the Disclosure Package did and the price to the public, the number of Initial Securities and the number of Option Securities to be included on the cover page of the Final Prospectus, when taken together as a whole and (B) each electronic road show, if any, when taken together as a whole with the Disclosure Package and the price to the public, the number of Initial Securities and the number of Option Securities to be included on the cover page of the Final Prospectus, does not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 6 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20April 2, 20092020, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Ross Stores, Inc.
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20, 2009Offering Memorandum, (ii) the issuer free writing prospectuses as defined in Rule 433 of management presentation relating to the Securities Act (eachNotes posted on Nxxxxxxxxxx.xxx, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that a schedule in the parties form attached hereto shall hereafter expressly agree in writing to treat as part Schedule C indicating the aggregate principal amount of Notes being sold and the Disclosure Packageprice at which the Notes will be sold. As of the Initial Sale Time, the The Disclosure Package did as of 4:00 pm (Eastern time) on the date hereof (the “Applicable Time”) will not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20November 19, 20092012, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Airgas Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20July 21, 20092014, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20August 5, 20092013, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Westinghouse Air Brake Technologies Corp)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20Offering Memorandum, 2009as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 7:00 a.m., New York time, on May 5, 2011 (the Initial Sale “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Guarantors by any Underwriter Initial Purchaser through the Representatives specifically Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20November 30, 2009, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20August 21, 20092012, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20Offering Memorandum, 2009as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 5:00 pm, New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically BAS expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Purchase Agreement (Health Management Associates Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20Offering Memorandum, 2009as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 5:30 p.m., New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Guarantors by any Underwriter Initial Purchaser through the Representatives specifically BAS expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 2018, 20092010, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (L 3 Communications Holdings Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20September 15, 20092014, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
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Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20August 18, 2009, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
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Samples: Underwriting Agreement (Watson Pharmaceuticals Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May 20November 9, 2009, 2010 (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.
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Samples: Underwriting Agreement (Allied World Assurance Co Holdings LTD)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated May August 20, 20092015, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (First Financial Bancorp /Oh/)