Misleading Sample Clauses
The 'Misleading' clause is designed to prohibit parties from making false or deceptive statements or representations within the context of the agreement. In practice, this clause applies to all communications, disclosures, and information provided by the parties, ensuring that no party intentionally or unintentionally misleads the other regarding material facts or terms. Its core function is to promote honesty and transparency, thereby reducing the risk of disputes or misunderstandings arising from inaccurate or deceptive information.
Misleading. In violation of the privacy or other rights of the pupil.
Misleading. The preparation and furnishing of any such amendment or supplement to the Registration Statement or amended Prospectus or supplement to be attached to the Prospectus shall be without expense to the Underwriters. The Company will comply with the Act, the Rules and Regulations thereunder, the Securities Exchange Act of 1934 (the "1934 Act"), and the rules and regulations thereunder in connection with the offering and issuance of the Securities.
(b) The Company will qualify to register the Securities for sale under the securities or "blue sky" laws of such jurisdictions as the Representative may designate and will make such applications and furnish such information as may be reasonably required for that purpose and to comply with such laws, provided the Company shall not be required to qualify as a foreign corporation or a dealer in securities or to execute a general consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Securities. The Company will, from time to time, prepare and file such statements and reports as are or may be reasonably required to continue such qualification in effect for so long a period as the Underwriters may reasonably request.
(c) If the sale of the Securities provided for herein is not consummated, the Company shall pay all costs and expenses incident to the performance of the Company's obligations hereunder, including, but not limited to, all such expenses itemized in Section 8(a) and 8(c) hereof, and up to $50,000 of the out-of-pocket expenses of the Representative (less any amounts previously advanced by the Company to the Representative), if the offering for any reason is terminated. For the purposes of this sub-paragraph, the Representative shall be deemed to have assumed such expenses when they are billed or incurred, regardless of whether such expenses have been paid. The Representative shall not be responsible for any expenses of the Company or others, or for any charges or claims relative to the proposed public offering whether or not consummated.
(d) The Company will deliver to you at or before the Closing Date two signed copies of the Registration Statement, including all financial statements and exhibits filed therewith, and of each amendment or supplement thereto. The Company will deliver to or upon the order of the several Underwriters, from time to time until the Effective Date of the Registration Statement, as many copies of any Preliminary Prospectu...