No Other Offering Documents Clause Samples
No Other Offering Documents. Each of the Company and the Initial Purchaser represents that (in the case of the Company, without the prior consent of the Initial Purchaser) it has not made any offer relating to the Securities that, if the placement of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed with the Commission, would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. The Company agrees that until the earlier of (i) the date upon which the Initial Purchaser exercises its overallotment option set forth in Section 2(b) and (ii) the termination of the Option, it will not, unless it obtains the prior consent of the Initial Purchaser, make any offer expressly regarding the Securities that, if the placement of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed with the Commission, would constitute an “issuer free writing prospectus,” as defined in Rule 433, that would be required to be filed with the Commission; provided, however, that the foregoing sentence shall not limit any action by a third party which may be regarded as a “free writing prospectus”. The Initial Purchaser agrees that, unless it obtains the prior consent of the Company, it will not make any offer relating to the Securities that, if the placement of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed with the Commission, would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, that would be required to be filed with the Commission.
No Other Offering Documents. The Company and each Guarantor represents and agrees that, unless it obtains the prior consent of each Initial Purchaser, and each Initial Purchaser represents and agrees that, unless it obtains the prior consent of the Company and the Guarantors, it has not made and will not make any offer relating to the Securities that, if the placement of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed with the Commission, would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company, the Guarantors and any Initial Purchaser is hereinafter referred to as a “Permitted Supplemental Offering Document.”
No Other Offering Documents. The Company and each Guarantor represents and agrees that, unless it obtains the prior consent of M▇▇▇▇▇▇ L▇▇▇▇, and each Initial Purchaser represents and agrees that, unless it obtains the prior consent of the Company and the Guarantors, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials. M▇▇▇▇▇▇ L▇▇▇▇, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.
No Other Offering Documents. The Company represents and agrees that, unless it obtains the prior consent of the Initial Purchaser (and the Initial Purchaser represents and agrees that, unless it obtains the prior consent of the Company), it has not made and will not make any offer relating to the Securities that, if the placement of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed with the Commission, would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission, other than the Pricing Supplement in the form attached hereto as Schedule B.