General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or disclosures stated in Schedule 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 the Placement Agent specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent consists of the information described as such in Section 8(b) hereof.
Appears in 5 contracts
Samples: Placement Agency Agreement (Cytosorbents Corp), Agency Agreement (Javelin Pharmaceuticals, Inc), Agency Agreement (Nac Global Technologies, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or disclosures stated in Schedule 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 the Placement Agent Agents specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent Agents consists of the information described as such in Section 8(b) hereof.
Appears in 5 contracts
Samples: Placement Agency Agreement (Chelsea Therapeutics International, Ltd.), Agency Agreement (Chelsea Therapeutics International, Ltd.), Placement Agency Agreement (Pharmathene, Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus Base Prospectus (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or disclosures ), the information stated in Schedule 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 the any Placement Agent through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the any Placement Agent consists of the information described as such in Section 8(b) hereof.
Appears in 3 contracts
Samples: Placement Agency Agreement (Spherix Inc), Placement Agency Agreement (Spherix Inc), Subscription Agreement (Clearsign Combustion Corp)
General Disclosure Package. As of the Applicable Time, neither (i) the all General Use Issuer Free Writing Prospectus(esProspectuses (if any) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2008 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (IPC the Hospitalist Company, Inc.), Underwriting Agreement (IPC the Hospitalist Company, Inc.), Underwriting Agreement (IPC the Hospitalist Company, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and the preliminary prospectus, together with the accompanying prospectus dated , 2011 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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, 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 Sunoco, the Placement Agent Selling Stockholder or any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b9(c) hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (SunCoke Energy, Inc.), Underwriting Agreement (SunCoke Energy, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2009 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 by (a) any Underwriter through the Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereofhereof or (b) any Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by such Selling Stockholder is the Selling Stockholder Information.
Appears in 2 contracts
Samples: Underwriting Agreement (Mistras Group, Inc.), Underwriting Agreement (Mistras Group, Inc.)
General Disclosure Package. As of the Applicable Time, neither (ia) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and the preliminary prospectus, together with the accompanying prospectus dated , 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A C 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 the Placement Agent any Underwriter through Txxxxx Wxxxxx specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Orion Energy Systems, Inc.), Underwriting Agreement (Orion Energy Systems, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2012 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or disclosures information, if any, stated in Schedule A 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 made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Roundy's Parent Company, Inc.), Underwriting Agreement (Roundy's Parent Company, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable TimeTime and the preliminary prospectus supplement, together with the accompanying prospectus dated May 11, 2015 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Spectrum Brands Holdings, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and the base prospectus, together with the accompanying prospectus dated November 13, 2017 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent 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(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2014 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A to this Agreement C 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, 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Smart & Final Stores, Inc.)
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated October 17, 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A B to this Agreement to be included in the General Disclosure Packagegeneral 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Cross Match Technologies, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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, 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 Placement Agent Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Hireright Inc
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated October 23, 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A B to this Agreement to be included in the General Disclosure Packagegeneral 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Cross Match Technologies, Inc.)
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated [●], 2019 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A C 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the any General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and the preliminary prospectus, together with the accompanying prospectus dated December 13, 2010 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Cloud Peak Energy Resources LLC)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2014 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated September 26, 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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, 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Textainer Group Holdings LTD)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2009 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b9(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated October 13, 2006 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Home Inns & Hotels Management Inc.)
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated November 21, 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A C to this Agreement to be included in the General Disclosure Package, all considered together (collectivelytogether, 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2012 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Ignite Restaurant Group, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated [ ], 2009 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated January 13, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus base prospectus, dated March 24, 2010, (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the any General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time, together with the accompanying preliminary prospectus supplement, dated August 6, 2018 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A to this Agreement B 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, 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and, together with the accompanying prospectus preliminary prospectus, dated [ ] (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying preliminary prospectus dated June , 2009 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Rambus Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated October 2, 2009 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A to this Agreement B 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, 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (China Real Estate Information Corp)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable TimeTime and the preliminary prospectus, together with the accompanying prospectus dated September 14, 2007 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated May 2, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 by (a) any Underwriter through the Placement Agent 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(c) hereof or (b) the Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent consists of Selling Stockholder is the information described as such in Section 8(b) hereofSelling Stockholder Information.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated ·, 2010 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent 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 (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated October 29, 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A D to this Agreement to be included in the General Disclosure Packagegeneral 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 the Placement Agent any Underwriter through Credit Suisse specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Deltek, Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the any General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time, together with the accompanying preliminary prospectus supplement, dated November 14, 2022 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A to this Agreement B 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, 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 the Placement Agent any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated March 29, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives, specifically for use therein, it being understood and agreed that the only such information furnished provided by the Placement Agent consists of the information Underwriters is that described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Kraton Performance Polymers, Inc.)
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and, together with the accompanying prospectus preliminary prospectus, dated [—], 2014 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures stated information specified in Schedule A C 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 ProspectusProspectus nor any Section 5(d) 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated [ ● ] (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent 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 any General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated May 7, 2018 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A to this Agreement B 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, 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated April 13, 2015 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A to this Agreement C 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, 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 (i) written information furnished to the Company by any Underwriter through the Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof, or (ii) the Selling Stockholder Information.
Appears in 1 contract
Samples: Underwriting Agreement (Smart & Final Stores, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and the preliminary prospectus, together with the accompanying prospectus dated July 6, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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, 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 Sunoco, the Placement Agent Selling Stockholder or any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b9(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Sunoco Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or disclosures stated in Schedule 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 the Placement Agent specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable TimeTime and, together with the accompanying prospectus preliminary prospectus, dated July 12, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Spectrum Brands Holdings, Inc.)
General Disclosure Package. As of the Applicable Time, neither (ia) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated April 21, 2010 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A C 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b9(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Global Geophysical Services Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated May 19, 2008 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Washington Real Estate Investment Trust)
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2010 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated May 31, 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule 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 the Placement Agent Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Washington Real Estate Investment Trust)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus base prospectus, dated May 9, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or disclosures information, if any, stated in Schedule 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 the Placement Agent Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent Underwriter consists of the information described as such in Section 8(b7(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Navidea Biopharmaceuticals, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated [·] (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Elixir Pharmaceuticals, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2015 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A to this Agreement C 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, 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 (i) written information furnished to the Company by any Underwriter through the Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof, or (ii) the Selling Stockholder Information.
Appears in 1 contract
Samples: Underwriting Agreement (Smart & Final Stores, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2010 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b9(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the any General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time, together with the accompanying preliminary prospectus supplement, dated March 18, 2019 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A to this Agreement B 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, 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 the Placement Agent any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (iiii) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus base prospectus, dated May 9, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or disclosures information, if any, stated in Schedule A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiiv) 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 the Placement Agent Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent Underwriter consists of the information described as such in Section 8(b7(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Navidea Biopharmaceuticals, Inc.)
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated •, 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A C to this Agreement to be included in the General Disclosure Packagegeneral 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated , 2009 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives, specifically for use therein, it being understood and agreed that the only such information furnished provided by the Placement Agent consists of the information Underwriters is that described as such in Section 8(b) hereof.
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General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated [ ], 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A C 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated September 27, 2010 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent consists of the information any Underwriter is that described as such in Section 8(b8(a) hereof.
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Samples: Underwriting Agreement (Global Education & Technology Group LTD)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable TimeTime and the preliminary prospectus, together with the accompanying prospectus dated [•], 2008 (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or disclosures stated in Schedule A the price to this Agreement to be included in the General Disclosure Packagepublic and the number of shares offered on the cover page of the Prospectus, 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
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General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated July 20, 2007 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A C to this Agreement to be included in the General Disclosure Packagegeneral 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
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Samples: Underwriting Agreement (Cross Match Technologies, Inc.)
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated [ • ] (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A C to this Agreement to be included in the General Disclosure Packagegeneral 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, together with the accompanying preliminary prospectus dated June 22, 2009 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b) hereof.
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Samples: Underwriting Agreement (Rambus Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime the base prospectus, together with the accompanying prospectus dated May 11, 2016, (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or disclosures information, if any, stated in Schedule 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 the Placement Agent Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent Underwriter consists of the information described as such in Section 8(b) hereof.
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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated [●], 2018 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A 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 Placement Agent Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
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Samples: Underwriting Agreement (Huami Corp)
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable Time, together with the accompanying prospectus preliminary prospectus, dated May 13, 2013 (which is the most recent Statutory Prospectus distributed to investors generally) and any the other documents listed or disclosures information, if any, stated in Schedule A C 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 Placement Agent Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
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