General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated [•], 2016 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or (iii) any individual Written Testing-the-Waters Communication that has been approved by the Company, 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 10(b) hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (AC Immune SA), Underwriting Agreement (AC Immune SA)
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time, the preliminary prospectus, dated [•·], 2016 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or and (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication 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 10(b8(b) hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (Performance Health Holdings Corp.), Underwriting Agreement (Performance Health Holdings Corp.)
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time, the preliminary prospectus, dated [•[ · ], 2016 2024 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package Package, or (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 Prospectus, any Issuer Free Writing Prospectus made or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives any 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 10(b8(b) hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp)
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus, dated [•[ ], 2016 2014 (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”), ; (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or Package; nor (iii) any individual Written Testing-the-Waters Communication that has been approved by the Company(as defined below), 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 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 10(b8(b) hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (NeuroSigma, Inc.), Underwriting Agreement (NeuroSigma, Inc.)
General Disclosure Package. As of the Applicable Time, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectusprospectus supplement, dated [•]June 14, 2016 2021, including the base prospectus dated May 10, 2021 (which is the most recent Statutory Prospectus distributed to investors 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”), (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or Prospectus and (iiiC) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunications, 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 10(b10(c) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Ellington Residential Mortgage REIT)
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable Time, the preliminary prospectus, dated [•[ ], 2016 2017 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package Package, or (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 Prospectus, any Issuer Free Writing Prospectus made Prospectus, or any Written Testing-the-Waters Communication 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 10(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated [•]October 17, 2016 2013 (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 ProspectusProspectus as set out in Schedule B-1 to this Agreement, when considered together with the General Disclosure Package or Package, nor (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 10(b8(c) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (58.com Inc.)
General Disclosure Package. As of the Applicable Time, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectusprospectus supplement, dated [•]May 9, 2016 2017, including the base prospectus dated October 20, 2014 (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”), (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or Prospectus and (iiiC) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunications, 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 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 10(b8(b) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Ellington Residential Mortgage REIT)
General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated [•—], 2016 2014, including the base prospectus, dated [—], 2014 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement hereto 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 or nor (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunications, 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 Prospectus, any Issuer Free Writing Prospectus made or any Written Testing-the-Waters Communications 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 10(b8(b) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (China Mobile Games & Entertainment Group LTD)
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable Time, the preliminary prospectus, dated [•]January 23, 2016 2018 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package Package, or (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 Prospectus, any Issuer Free Writing Prospectus made Prospectus, or any Written Testing-the-Waters Communication 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 10(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated December [•●], 2016 2019 (the “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors 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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package Package, or (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 Prospectus, any Issuer Free Writing Prospectus made or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by (A) 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 10(b8(c) hereof or (B) any Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by a Selling Stockholder consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 17, 2010 (the “Preliminary Prospectus Supplement”), including the base prospectus, dated [•]February 6, 2016 2009 (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 or (iii) any individual Written Testing-the-Waters Communication that has been approved by the Company, 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 in, or omissions from from, any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus made or the General Disclosure Package in reliance upon upon, and in conformity with 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 10(b8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated [•]December 9, 2016 2019 (the “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors 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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package Package, or (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 Prospectus, any Issuer Free Writing Prospectus made or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by (A) 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 10(b8(c) hereof or (B) any Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by a Selling Stockholder consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated [•], 2016 2015 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or (iii) any individual Written Testing-the-Waters Communication that has been approved by the Company, 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 10(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time, the preliminary prospectus, dated [•], 2016 2022 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or nor (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 Prospectus, any Issuer Free Writing Prospectus made or any Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives any 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 10(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable TimeTime and each Closing Date, none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time, the preliminary prospectus, dated [•●], 2016 2022 (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 Prospectus or (iii) any individual Written Testing-the-Waters Communication that has been approved by the Company(as defined below) stated in Schedule C to this Agreement, 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 10(b8(c) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Jianzhi Education Technology Group Co LTD)
General Disclosure Package. As of the Applicable TimeTime and the Closing Date, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated [•], 2016 (which is the most recent Statutory Prospectus distributed identified in Schedule B to investors generally) this Agreement and the any other information, if any, stated documents listed or disclosures identified in Schedule B 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 or (iii) any individual Written Testing-the-Waters Communication that has been approved by the Company, 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 (x) 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 10(b9(c) hereof or (y) the Selling Stockholders specifically for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholders consists of the information described as such in Section 9(b) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Mosaic Co)
General Disclosure Package. As of the Applicable Time, none of (ia) the General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time, the preliminary prospectus, dated [•], 2016 ●] 2018 (which is the most recent Statutory Prospectus distributed to investors 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”), (iib) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or (iiic) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives Underwriter 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 10(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated [•—], 2016 2013 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package Package, or (iii) any individual Written Testing-the-Waters Communication that has been approved by the Company, 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 10(b8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated [•[ ], 2016 2013 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or (iii) any individual Written Testing-the-Waters Communication that has been approved authorized by the Company, 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 10(b8(b) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Xencor Inc)
General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus, dated [•]June 13, 2016 2018 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B SCHEDULE B-1 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 stated in SCHEDULE B-2 to this Agreement, when considered together with the General Disclosure Package or nor (iii) any individual Written written Testing-the-Waters Water Communication that has been approved by the Companystated in SCHEDULE B-3 to this Agreement, 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 or any written Testing-the-Water Communication 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 10(b8(b) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Uxin LTD)
General Disclosure Package. As of the Applicable TimeTime and each Closing Date, none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time, the preliminary prospectus, dated [•●], 2016 2021 (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 Prospectus or (iii) any individual Written Testing-the-Waters Communication that has been approved by the Company(as defined below) stated in Schedule C to this Agreement, 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 10(b8(c) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Jianzhi Education Technology Group Co LTD)
General Disclosure Package. As of the Applicable TimeTime and each Closing Date, none of (i) the General Use Issuer Free Writing Prospectus(es) Prospectus, if any, issued at or prior to the Applicable Time, the preliminary prospectus, dated [•●], 2016 2019 (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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package Package, or (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 Sole 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 10(b8(b) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Canaan Inc.)
General Disclosure Package. As of the Applicable Time, none of (i) the any General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time, the preliminary prospectus, dated [•●], 2016 2018 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package Package, or (iii) any individual Written Testing-the-Waters Communication that has been approved by the CompanyCommunication, 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 Prospectus, any Issuer Free Writing Prospectus made Prospectus, or any Written Testing-the-Waters Communication 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 10(b8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus, dated [•]October 27, 2016 2017 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B SCHEDULE B-1 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 stated in SCHEDULE B-2 to this Agreement, when considered together with the General Disclosure Package or nor (iii) any individual Written written Testing-the-Waters Water Communication that has been approved by the Companystated in SCHEDULE B-3 to this Agreement, 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 or any written Testing-the-Water Communication 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 10(b9(b) hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Sogou Inc.)
General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated March [•·], 2016 2013 (which is the most recent Statutory Prospectus distributed to investors 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”), (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or Package, and (iii) any individual Written Testing-the-Waters Communication Writing that has been approved by the Company, 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 10(b8(c) hereof.
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General Disclosure Package. As of the Applicable TimeTime and each Closing Date, none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time, the preliminary prospectus, dated [•]April 28, 2016 2021 (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 Prospectus or (iii) any individual Written Testing-the-Waters Communication that has been approved by the Company(as defined below) stated in Schedule C to this Agreement, 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 10(b8(c) hereof.
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General Disclosure Package. As of the Applicable Time, none of neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectusprospectus dated June 2, dated [•], 2016 2014 (which is the most recent Statutory Prospectus distributed to investors generally) ), as amended and supplemented, and the other information, if any, pricing information stated in Schedule B B-2 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 or Package, nor (iiiC) any individual Written Testing-the-Waters Communication that has been approved by the Company(as defined below), 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 10(b8(b) hereof.
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Sources: Underwriting Agreement (Zhaopin LTD)