Common use of General Disclosure Package Clause in Contracts

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6, 2007, (which is the most recent Statutory Prospectus distributed to investors generally),and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Terex Corp), Underwriting Agreement (Terex Corp), Underwriting Agreement (Terex Corp)

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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27October 19, 2009, including the base prospectus, dated November 6June 25, 20072008, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (GMX Resources Inc), Underwriting Agreement (GMX Resources Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the any General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplementsupplement relating to the Offered Securities, dated May 27June 2, 2009, including the base prospectus, dated November 6June 2, 2007, 2009 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) (the “Preliminary Prospectus”), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any preliminary prospectus supplement referenced above, any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Mariner Energy Inc), Underwriting Agreement (Mariner Energy Inc)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[·], 2007, 2014 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure PackageAgreement, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus or individual Testing-the-Waters Communication that has been approved by the Company, when considered together with the General Disclosure Package, included included, includes or will include any untrue statement of a material fact or omitted 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 any Statutory Prospectus 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 Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (MediWound Ltd.), Underwriting Agreement (MediWound Ltd.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6September [ ], 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, nor (iii) any individual Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus 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 Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Rocket Fuel Inc.), Underwriting Agreement (Rocket Fuel Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27October 20, 2009, 2009 including the base prospectus, dated November 6October 20, 20072009, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Navistar International Corp), Underwriting Agreement (Navistar International Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 11, 20092010, including the base prospectus, dated November 6June 9, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such specified in Section 8(b8(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Misys PLC), Underwriting Agreement (Allscripts Healthcare Solutions, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27November 16, 20092015, including the base prospectusprospectus of the Company, dated November 616, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Black Hills Corp /Sd/), Underwriting Agreement (Black Hills Corp /Sd/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 279, 20092011, including the base prospectus, dated November 6May 18, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B D to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Appears in 2 contracts

Samples: Employment Agreement (QCP GP Investors II LLC), Underwriting Agreement (Dice Holdings, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27April 30, 20092019, including the base prospectus, dated November 6September 25, 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), any document incorporated by reference therein and the other information, if any, stated in Schedule Exhibit B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus the General Disclosure Package in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Aon PLC)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27August 16, 20092010, including the base prospectus, dated November 6June 9, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such specified in Section 8(b8(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Misys PLC), Underwriting Agreement (Allscripts-Misys Healthcare Solutions, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 29, 20092018, including the base prospectus, dated November 6September 25, 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), any document incorporated by reference therein and the other information, if any, stated in Schedule Exhibit B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus the General Disclosure Package in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: s2.q4cdn.com, Aon PLC

General Disclosure Package. As of the Applicable TimeTime and the Closing Date, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27June 9, 20092008, including the base prospectus, dated November 6June 9, 20072008, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Bristow Group Inc), Underwriting Agreement (Bristow Group Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 2724, 20092011, including the base prospectus, dated November 6June 8, 2007, 2009 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), any document incorporated by reference therein and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus the General Disclosure Package in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Aon Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27June 2, 20092008, including the base prospectus, dated November 6March 21, 2007, 2006 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B II to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus the General Disclosure Package or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (State Street Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27April 22, 20092015, including the base prospectus, dated November 6August 1, 2007, 2014 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tsakos Energy Navigation LTD)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 2713, 20092015, including the base prospectus, dated November 6August 31, 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), any document incorporated by reference therein and the other information, if any, stated in Schedule Exhibit B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus the General Disclosure Package in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Aon PLC)

General Disclosure Package. As of (A) the Applicable TimeTime and (B) any time of sale of the ADSs by the Underwriters to occur prior to the earlier of (1) such date when all Offered Securities (including Option Securities) have been sold and (2) the expiration of the option granted to the Underwriters pursuant to Section 3(c) of this Agreement, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andor any such time of sale, and the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[ ], 2007, 2006 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, Package all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Melco PBL Entertainment (Macau) LTD)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 21, 20092011, including the base prospectus, dated November 6September 10, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Management Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27February 1, 20092021, including the base prospectus, dated November 6February 27, 2007, 2019 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the pricing and other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27July 14, 20092011, including the base prospectus, dated November 6July 13, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Two Harbors Investment Corp.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 279, 20092007, including the base prospectus, dated November 6February 2, 2007, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, nor the preliminary prospectus supplement, dated May 27October 29, 20092007, including the base prospectus, dated November 6October 29, 2007, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Champion Enterprises Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplementprospectus, dated May 27[—], 2009, including the base prospectus, dated November 6, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Packagegeneral disclosure package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company M Holdings by (x) any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information is that described as such in Section 8(b9(c) hereof or (y) Cargill or any Selling Stockholder, as applicable, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (GNS II (U.S.) Corp.)

General Disclosure Package. As of At the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27September 18, 20092012, including the base prospectus, dated November 6September 14, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Fiserv Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplementprospectus, dated May 27November 17, 20092016, including the base prospectus, dated November 6April 14, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (New Media Investment Group Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27January 10, 20092012, including the base prospectus, dated November 6July 13, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Two Harbors Investment Corp.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[•], 2007, 2018 (the “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Riley Exploration - Permian, LLC)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May February 27, 20092024, including the base prospectus, dated November 6June 22, 2007, 2023 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), any document incorporated by reference therein and the other information, if any, stated in Schedule Exhibit B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus the General Disclosure Package in reliance upon and in conformity with written information furnished to the Company Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Aon PLC)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[ — ], 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus nor (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Dynagas LNG Partners LP)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27February 5, 20092008, including the base prospectus, dated November 67, 2007, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Radisys Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27March 19, 20092014, including the base prospectus, dated November 6March 29, 20072012, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (NovaBay Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27November 18, 20092019, including the base prospectusprospectus dated April 3, dated November 6, 2007, 2019 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), ) nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27October 3, 20092017, including the base prospectus, dated November 6March 3, 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Energy Transfer Equity, L.P.

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27September 17, 2009, including 2015 (the base prospectus, dated November 6, 2007, “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Parsley Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 10, 20092011, including the base prospectus, dated November 630, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Two Harbors Investment Corp.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 273, 20092012, including the base prospectus, dated November 6January 18, 20072012, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Magnum Hunter Resources Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27September 8, 20092014, including the base prospectus, dated November 6September 8, 2007, 2014 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Agreement (Ak Steel Holding Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27December 6, 2009, 2010 including the base prospectus, dated November 69, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kodiak Oil & Gas Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 17, 20092014, including the base prospectus, dated November 6July 16, 2007, 2014 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus 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 Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Receptos, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27November 13, 2009, 2012 including the base prospectus, dated November 613, 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ak Steel Holding Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27March 14, 20092007, including the base prospectus, dated November 6March 12, 2007, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Terremark Worldwide Inc)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27September 4, 20092014, including the base prospectus, dated November 6April 1, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the pricing and other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Management Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27October 22, 2009, including the base prospectusprospectus of the Company, dated November 6October 22, 2007, 2009 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Black Hills Corp /Sd/)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27August 13, 20092019, including the base prospectus, dated November 6February 27, 2007, 2019 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the pricing and other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Management Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable TimeTime (as defined in Schedule A hereto), neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27April 28, 20092015, including the base prospectus, dated November 6May 20, 20072013, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplementsupplement dated December 13, dated May 272011, 2009any document incorporated by reference therein, including the base prospectus, dated November 6May 5, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cheniere Energy Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27April 25, 20092007, including the base prospectus, dated November 6March 21, 2007, 2006 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus General Disclosure Package or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (State Street Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May April 27, 2009, 2011 including the base prospectus, dated November 6April 27, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Express Scripts Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 2719, 20092015, including the base prospectus, dated November 614, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Energy Transfer Equity, L.P.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27June 21, 20092018, including the base prospectus, dated November 6August 31, 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), including any document incorporated by reference therein, and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information is that described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tsakos Energy Navigation LTD)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27June 26, 20092018, including the base prospectus, dated November 6June 19, 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Mammoth Energy Services, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 2718, 20092020, including the base prospectus, dated November 618, 2007, 2019 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use thereinRepresentatives, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b6(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6October 8, 2007, 2009 (the “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Credit Suisse specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Walter Investment Management Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27September 25, 20092013, including the base prospectus, dated November 6October 30, 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tsakos Energy Navigation LTD)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 2711, 2009, including the base prospectus, dated November May 6, 2007, 2008 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Black Hills Corp /Sd/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27November 6, 20092007, including the base prospectus, dated November 6, 2007, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Terex Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27August 23, 20092021, including the base prospectusprospectus of the Company, dated November 6August 4, 2007, 2020 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Black Hills Corp /Sd/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27November 1, 20092006, including the base prospectus, dated November 6June 30, 20072006, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (PeopleSupport, Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27December 14, 20092010, including the base prospectus, dated November 6September 10, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Management Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[·], 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure PackageAgreement, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Testing-the-Waters Writing, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Management Agreement (Silver Bay Realty Trust Corp.)

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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 21, 20092013, including the base prospectus, dated November 6August 31, 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), any document incorporated by reference therein and the other information, if any, stated in Schedule Exhibit B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus the General Disclosure Package in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Aon PLC)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 19, 20092018, including the base prospectus, dated November 6March 19, 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor ) or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, Package included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Xencor Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27April 8, 20092010, including the base prospectus, dated November 6April 8, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Worthington Industries Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27July 17, 20092013, including the base prospectus, dated November 6December 3, 20072012, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b8(a) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Mercer International Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 8, 20092017, including including, the base prospectus, dated November 6September 11, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (SRC Energy Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 17, 20092010, including the base prospectus, dated November 6July 27, 2007, 2009 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 the Representatives consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Trina Solar LTD)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27April 23, 20092007, including the base prospectus, dated November 6March 21, 2007, 2006 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus General Disclosure Package or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (State Street Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27July 9, 20092012, including the base prospectus, dated November 6May 23, 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Community Health Systems Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 6, 20092007, including the base prospectus, dated November 6April 13, 20072004, (which is the most recent Statutory Prospectus distributed to investors generally),and documents incorporated by reference in such preliminary prospectus supplement or base prospectus, and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus the General Disclosure Package or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bre Properties Inc /Md/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 2714, 2009, including the base prospectus, dated November 6June 27, 20072006, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Brigham Exploration Co)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 16, 20092020, including the base prospectus, prospectus dated November 616, 20072020, (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Pinduoduo Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es), if any, issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27July 18, 2009, 2018 including the base prospectus, dated November 6May 3, 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Sportsman's Warehouse Holdings, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27December 14, 20092016, including the base prospectus, dated November 6December 2, 2007, 2016 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27October 18, 20092017, including the base prospectus, dated November 6August 13, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Earthstone Energy Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time and(if any), the preliminary prospectus supplement, dated May 27March 25, 20092014, including the base prospectus, dated November 6March 25, 20072014, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Endocyte Inc)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6January [·], 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus or (iii) any broadly available road show, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Laureate Education, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27July 13, 20092010, including the base prospectusprospectus of the Company, dated November 6October 22, 2007, 2009 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Black Hills Corp /Sd/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[—], 2007, 2014 (the “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Parsley Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplementdated September 21, dated May 27, 2009, including the base prospectus, dated November 6, 2007, 2009 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof. The Company has not distributed any offering material in connection with this offering of the Offered Securities outside Brazil other than the General Disclosure Package, any Issuer Free Writing Prospectus and the Final International Prospectus.

Appears in 1 contract

Samples: Underwriting and Placement Agreement (Banco Santander (Brasil) S.A.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27June 24, 20092014, including the base prospectus, dated November 65, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b9(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27October 1, 20092012, including the base prospectus, dated November 6August 13, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 29, 20092017, including the base prospectus, dated November 6August 8, 20072016, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither (ix) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27November 6, 20092013 (the “Preliminary Prospectus Supplement”), including the base prospectus, dated November 6, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiy) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Gulfport Energy Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27March 16, 20092017, including the base prospectus, dated November 6March 16, 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ak Steel Holding Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, supplement dated May 2731, 20092011, including any document incorporated by reference therein, the base prospectus, dated November 6May 5, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included will include any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cheniere Energy Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[ ], 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus issued at or prior to the date hereof, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Proofpoint Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27August 7, 20092012, including the base prospectus, dated November 6May 23, 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Community Health Systems Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27January 21, 20092015, including the base prospectus, dated November 65, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27September 23, 20092013, including the base prospectus, dated November 6October 30, 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 Underwriters consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Emerald Oil, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27June 2, 2009, including the base prospectus, dated November 6June 2, 2007, 2009 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Express Scripts Inc)

General Disclosure Package. As of the Applicable TimeTime (as defined in Schedule A hereto), neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 9, 20092016, including the base prospectus, dated November 6May 20, 20072013, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27January 31, 20092017, including the base prospectus, dated November 6July 14, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Synergy Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27April 26, 20092010, including the base prospectus, dated November 6April 26, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ak Steel Holding Corp)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27January 22, 20092013, including the base prospectus, dated November 6May 27, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the any General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27January 17, 2009, including 2024 (the base prospectus, dated November 6, 2007, “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter or on behalf of the Underwriters through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter or on behalf of the Underwriters consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Talos Energy Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27April 5, 20092010, including the base prospectus, dated November 6April 5, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Brigham Exploration Co)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27August 9, 2009, 2010 including the base prospectus, dated November 6July 24, 20072008, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kodiak Oil & Gas Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27July 2, 20092012, including the base prospectus, dated November 6May 18, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Corcept Therapeutics Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 1, 20092011, including the base prospectus, dated November 6March 1, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Key Energy Services Inc)

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