Common use of General Disclosure Package Clause in Contracts

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or information stated in Schedule B to the Terms Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or (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; and each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

Appears in 5 contracts

Samples: Terms Agreement (Potash Corp of Saskatchewan Inc), Terms Agreement (Potash Corp of Saskatchewan Inc), Terms Agreement (Potash Corp of Saskatchewan Inc)

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General Disclosure Package. For the purposes of this Agreementagreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or information stated in Schedule B to the Terms Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or (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; and each Issuer Free Writing Prospectus does did not conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an any Underwriter through the Representatives expressly for use therein.

Appears in 4 contracts

Samples: Terms Agreement (Nutrien Ltd.), Terms Agreement (Nutrien Ltd.), Terms Agreement (Nutrien Ltd.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated April 15, 2020, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated February 22, 2019 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and the pricing term sheet (the “Pricing Term Sheet”), in the form attached hereto as Exhibit A, and any other documents listed or information stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company or the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section ‎9(a) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated October 6, 2020, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated February 22, 2019 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and the pricing term sheet (the “Pricing Term Sheet”), in the form attached hereto as Exhibit A, and any other documents listed or information stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company or the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section ‎9(a) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated February 26, 2015, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated June 17, 2013 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and the pricing term sheet (the “Pricing Term Sheet”), in the form attached hereto as Exhibit A, and any other documents listed or information stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(a) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated February 25, 2014, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated June 17, 2013 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and the pricing term sheet (the “Pricing Term Sheet”), in the form attached hereto as Exhibit A, and any other documents listed or information stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(a) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or information stated in Schedule B to the Terms Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or (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; and each Issuer Free Writing Prospectus does did not conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

Appears in 1 contract

Samples: Terms Agreement (Potash Corp of Saskatchewan Inc)

General Disclosure Package. For the purposes As of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as of the each Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) and the Prospectus issued at or prior to such Applicable Time and with respect to the Applicable TimeADSs offered hereunder, the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or information stated in Schedule B to the Terms Agreement attached hereto to be included in the General Disclosure Packagepublic offering price of such ADSs, all considered together (collectively, the “General Disclosure Package”) or ), 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; and each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time, did not will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall . The preceding sentence does not apply to statements in or omissions made in the General Disclosure Package from any Statutory Prospectus or an any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by an Underwriter through the Representatives expressly each Manager specifically for use therein, it being understood and agreed that the only such information furnished by each Manager consists of the information described as such in Section 6(b) hereof. Any reference to the General Disclosure Package or the Prospectus shall be deemed to refer to and include (i) the Company’s most recent Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act (the “Annual Report”) and (ii) all reports on Form 6-K that so indicate they are being incorporated by reference into the General Disclosure Package or the Prospectus, as the case may be, or any amendment or supplement thereto. All documents filed under the Exchange Act and so deemed to be included in the General Disclosure Package or the Prospectus, as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”. The Annual Report and the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder.

Appears in 1 contract

Samples: Distribution Agency Agreement (JinkoSolar Holding Co., Ltd.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 Statutory Preliminary Prospectus identified in Schedule B to the Terms Agreement attached hereto dated July 18, 2017 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), 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; and each Issuer Free Writing Prospectus does not conflict with the information contained . The documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package Package, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Applicable TimeSecurities Act or the Exchange Act, did as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not include misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Statutory Prospectus and the General Disclosure Package, when such documents are filed with Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the respective time the Registration Statement became effective, at the date of this Agreement and at each Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; providedand the Statutory Prospectus and any amendments or supplements thereto, howeverat the time the Statutory Prospectus or any amendment or supplement thereto was issued and at each Closing Date, that this representation conformed and warranty shall will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading The preceding sentence does not apply to statements in or omissions made in the General Disclosure Package from any Statutory Prospectus or an any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by an any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Spherix Inc)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated February 13, 2013, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated November 7, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company by (x) any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(a) hereof or (y) any Selling Shareholder, as applicable, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus identified in Schedule B to preliminary prospectus supplement, dated [ ], 2013, including the Terms Agreement attached hereto base prospectus, dated [ ], 2013 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), 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; and each . The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus does not conflict in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(c) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 20-F most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (Adecoagro S.A.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated September 4, 2012, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated November 7, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company by (x) any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(a) hereof or (y) any Selling Shareholder, as applicable, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus identified in Schedule B to preliminary prospectus supplement, dated August 25, 2017, including the Terms Agreement attached hereto base prospectus, dated July 21, 2017 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and any the other documents listed or information information, if any, stated in Schedule B C to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), 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; and each . The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus does in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) hereof. The Company has not conflict distributed any offering materials in connection with the information contained in offering of the Registration StatementOffered Securities outside Argentina other than the General Disclosure Package, the Statutory Prospectus or the Prospectus and each such any Issuer Free Writing Prospectus and the Final Prospectus, as supplemented . The Company’s Annual Report on Form 20-F most recently filed with the Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act incorporated by and taken together with reference in the General Disclosure Package and the Final Prospectus, at the Effective Time or when such documents incorporated by reference were filed with the Commission, as of the Applicable Timecase may be, when read together with the other information in the General Disclosure Package or the Final Prospectus, as the case may be, did not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents incorporated by reference, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (Grupo Supervielle S.A.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated May 14, 2019, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated August 22, 2017, (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included Package includes any untrue statement of a material fact or omitted omits 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; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements in or omissions made in the General Disclosure Package from any Statutory Prospectus or an any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by an Underwriter through the Representatives expressly Underwriters specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriters consist of the information described as such in Section 8(b) hereof. Any reference to the General Disclosure Package or the Final Prospectus shall be deemed to refer to and include (i) the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”) and (ii) all reports on Form 6-K that so indicate they are being incorporated by reference into the General Disclosure Package or the Final Prospectus, as the case may be, or any amendment or supplement thereto. All documents filed under the Exchange Act and so deemed to be included in the General Disclosure Package or the Final Prospectus, as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”. The Annual Report and the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 Statutory Prospectus identified in Schedule B to preliminary prospectus supplement, dated April 3, 2014, including the Terms Agreement attached hereto base prospectus, dated April 22, 2013, (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), 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; and each Issuer Free Writing Prospectus does not conflict with the information contained . The documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package Package, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Applicable TimeSecurities Act or the Exchange Act, did as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not include misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Statutory Prospectus and the General Disclosure Package, when such documents are filed with Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the respective time the Registration Statement became effective, at the date of this Agreement and at each Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; providedand the Statutory Prospectus and any amendments or supplements thereto, howeverat the time the Statutory Prospectus or any amendment or supplement thereto was issued and at each Closing Date, that this representation conformed and warranty shall will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading The preceding sentence does not apply to statements in or omissions made in the General Disclosure Package from any Statutory Prospectus or an any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by an any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cyclacel Pharmaceuticals, Inc.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 Statutory Prospectus identified in Schedule B to preliminary prospectus supplement, dated August 2, 2016, including the Terms Agreement attached hereto base prospectus, dated November 18, 2014 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), 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; and each Issuer Free Writing Prospectus does not conflict with the information contained . The documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package Package, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Applicable TimeSecurities Act or the Exchange Act, did as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not include misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Statutory Prospectus and the General Disclosure Package, when such documents are filed with Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the respective time the Registration Statement became effective, at the date of this Agreement and at each Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; providedand the Statutory Prospectus and any amendments or supplements thereto, howeverat the time the Statutory Prospectus or any amendment or supplement thereto was issued and at each Closing Date, that this representation conformed and warranty shall will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading The preceding sentence does not apply to statements in or omissions made in the General Disclosure Package from any Statutory Prospectus or an any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by an any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Spherix Inc)

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General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated November 1, 2012, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated November 7, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company by (x) any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(a) hereof or (y) any Selling Shareholder, as applicable, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or information stated in Schedule B to the Terms Agreement attached hereto to be included in the The General Disclosure Package, all considered together (collectivelyat the Applicable Time did not, and as of the “General Disclosure Package”) or (ii) any individual Limited Use Issuer Free Writing ProspectusClosing Date and as of the Option Closing Date, when considered together with as the General Disclosure Packagecase may be, included will not, contain any untrue statement of a material fact or omitted omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict provided that such Selling Stockholder makes no representation or warranty with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time, did not include respect to any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by an such Underwriter through the Representatives expressly for use in such General Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the Underwriter Information; and provided, further, that the representations and warranties of the Selling Stockholder set forth in this paragraph (v) shall apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the General Disclosure Package, any Prospectus or any amendment or supplement thereto, it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered Secondary Shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the tables (and corresponding footnotes) under the caption “Selling Stockholder” in the Registration Statement, the General Disclosure Package and the Prospectus (with respect to the Selling Stockholder, the “Selling Stockholder’s Information”) therein.

Appears in 1 contract

Samples: Underwriting Agreement (DZS Inc.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated September 10, 2019, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated February 22, 2019 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and the pricing term sheet (the “Pricing Term Sheet”), in the form attached hereto as Exhibit A, and any other documents listed or information stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company or the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(a) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 Statutory Preliminary Prospectus identified in Schedule B to the Terms Agreement attached hereto dated [*], 2017 (which is the most recent Statutory Prospectus distributed to investors generally) ), and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), 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; and each Issuer Free Writing Prospectus does not conflict with the information contained . The documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package Package, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Applicable TimeSecurities Act or the Exchange Act, did as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not include misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Statutory Prospectus and the General Disclosure Package, when such documents are filed with Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the respective time the Registration Statement became effective, at the date of this Agreement and at each Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; providedand the Statutory Prospectus and any amendments or supplements thereto, howeverat the time the Statutory Prospectus or any amendment or supplement thereto was issued and at each Closing Date, that this representation conformed and warranty shall will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading The preceding sentence does not apply to statements in or omissions made in the General Disclosure Package from any Statutory Prospectus or an any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by an any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Spherix Inc)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated May 17, 2023, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated December 14, 2021 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and the pricing term sheet (the “Pricing Term Sheet”), in the form attached hereto as Exhibit A, and any other documents listed or information stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company or the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section ‎9(a) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated December 4, 2012, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated November 7, 2011 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company by (x) any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(a) hereof or (y) any Selling Shareholder, as applicable, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated September 3, 2013, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated June 17, 2013 (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any an untrue statement of a material fact or omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict apply to statements in or omissions from any such document in reliance upon and in conformity with written information furnished to the Company by (x) any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(a) hereof or (y) any Selling Shareholder, as applicable, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the information contained Commission and all subsequent reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, including the documents incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of and the Applicable TimeFinal Prospectus, did when they were filed with the Commission, do not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that this representation and warranty shall not apply to statements or omissions made conformed in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing all material respects to the Company by an Underwriter through requirements of the Representatives expressly for use thereinExchange Act and the applicable Rules and Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (LyondellBasell Industries N.V.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as 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 supplement, dated February 6, 2018, including the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto base prospectus, dated August 22, 2017, (which is the most recent Statutory Prospectus distributed to investors generally) ), including any documents incorporated by reference therein, and any the other documents listed or information information, if any, stated in Schedule B to the Terms this Agreement attached hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) or ), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included Package includes any untrue statement of a material fact or omitted omits 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; and each Issuer Free Writing Prospectus . The preceding sentence does not conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements in or omissions made in the General Disclosure Package from any Statutory Prospectus or an any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by an Underwriter through the Representatives expressly Underwriters specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriters consists of the information described as such in Section 8(b) hereof. Any reference to the General Disclosure Package or the Final Prospectus shall be deemed to refer to and include (i) the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 20, 2017 (the “Annual Report”) and (ii) all reports on Form 6-K that so indicate they are being incorporated by reference into the General Disclosure Package or the Final Prospectus, as the case may be, or any amendment or supplement thereto. All documents filed under the Exchange Act and so deemed to be included in the General Disclosure Package or the Final Prospectus, as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”. The Annual Report and the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)

General Disclosure Package. For the purposes As of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as of the each Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) and the Prospectus issued at or prior to such Applicable Time and with respect to the Applicable TimeADSs offered hereunder, the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or information stated in Schedule B to the Terms Agreement attached hereto to be included in the General Disclosure Packagepublic offering price of such ADSs, all considered together (collectively, the “General Disclosure Package”) or ), 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; and each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time, did not will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall . The preceding sentence does not apply to statements in or omissions made in the General Disclosure Package from any Statutory Prospectus or an any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by an Underwriter through the Representatives expressly each Manager specifically for use therein, it being understood and agreed that the only such information furnished by each Manager consists of the information described as such in Section 6(b) hereof. Any reference to the General Disclosure Package or the Prospectus shall be deemed to refer to and include (i) the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act (the “Annual Report”) and (ii) all reports on Form 6-K that so indicate they are being incorporated by reference into the General Disclosure Package or the Prospectus, as the case may be, or any amendment or supplement thereto. All documents filed under the Exchange Act and so deemed to be included in the General Disclosure Package or the Prospectus, as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”. The Annual Report and the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder.

Appears in 1 contract

Samples: Distribution Agency Agreement (JinkoSolar Holding Co., Ltd.)

General Disclosure Package. For the purposes of this Agreement, the “Applicable Time” is the time set forth in the applicable Terms Agreement referred to in Section 3; as of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus identified in Schedule B to the Terms Agreement attached hereto (which is the most recent Statutory Prospectus distributed to investors generally) and any other documents listed or information stated in Schedule B to the Terms Agreement attached hereto to be included in the The General Disclosure Package, all considered together (collectivelyat the Applicable Time did not, and as of the “General Disclosure Package”) or (ii) Closing Time and as of any individual Limited Use Issuer Free Writing ProspectusTime of Delivery, when considered together with as the General Disclosure Packagecase may be, included will not, contain any untrue statement of a material fact or omitted omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such Selling Stockholder makes no representation and each Issuer Free Writing Prospectus does not conflict warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the information contained Company in writing by such Underwriter through the Representatives expressly for use in such General Disclosure Package, Registration Statement, the Statutory Prospectus Statement or the Prospectus (or any amendment or supplement thereto), it being understood and each agreed that the only information so furnished shall be the Underwriter Information; provided, further, that such Issuer Free Writing Prospectus, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time, did not include Selling Stockholder’s representation under this Section 2(b)(v) shall only apply to any untrue statement of a material fact or omit omission to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the General Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with any information relating to such Selling Stockholder furnished in writing to the Company in writing by an Underwriter through the Representatives such Selling Stockholder expressly for use thereinin the General Disclosure Package (including any General Disclosure Package that has subsequently been amended), Registration Statement or the Prospectus (or any amendment or supplement thereto); it being understood and agreed that such information furnished by the Selling Stockholder consists only of (A) the legal name, address and the number of shares owned by the Selling Stockholder and (B) the other information (excluding percentages) with respect to the Selling Stockholder which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in the Registration Statement, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (the “Selling Stockholder Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Tpi Composites, Inc)

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