Common use of Offering Memorandum, Amendments or Supplements Clause in Contracts

Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed any such document with the Commission to which the Representative reasonably objects; provided that, if in the opinion of the outside counsel of Indirect Parent and the Company, such proposed amendment or supplement is required by law, the Company can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 7 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Budget Truck Rental LLC), Purchase Agreement (Avis Budget Group, Inc.)

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Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed any such document with the Commission to which the Representative reasonably objects; provided that, if in the opinion of the Company's outside counsel of Indirect Parent and the Companycounsel, such proposed amendment or supplement is required by law, the Company can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 2 contracts

Samples: Purchase Agreement (Avis Budget Group, Inc.), Purchase Agreement (Avis Budget Group, Inc.)

Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed file any such document with the Commission to which the Representative reasonably objects; provided , provided, however, the Representative shall not object to the filing with the Commission of any document to be incorporated by reference in the Offering Memorandum that, if in the opinion upon advice of the outside counsel of Indirect Parent and the Company’s legal counsel, such proposed amendment or supplement is determined to be required by law, the Company can make such amendment or supplement, notwithstanding any such reasonable objectionExchange Act.

Appears in 2 contracts

Samples: Purchase Agreement (Southwestern Energy Co), Southwestern Energy Co

Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed any such document with the Commission to which the Representative reasonably objects; provided that, if in the opinion of the Company’s outside counsel of Indirect Parent and the Companycounsel, such proposed amendment or supplement is required by law, the Company can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 1 contract

Samples: Avis Budget Group, Inc.

Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative Representatives and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed file any such document with the Commission to which the Representative Representatives reasonably objects; object, provided that, if in the opinion of the Company’s outside counsel of Indirect Parent and the Companycounsel, such proposed amendment or supplement is required by law, the Company can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 1 contract

Samples: Avis Budget Group, Inc.

Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative Representatives and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed file any such document with the Commission to which the Representative Representatives reasonably objectsobject; provided thatprovided, if in however, that the opinion of the outside Company shall not be prevented from filing any such document that its counsel of Indirect Parent and the Company, such proposed amendment or supplement has concluded is required by law, the Company can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 1 contract

Samples: World Wrestling Entertainmentinc

Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company Issuer or Indirect Parent will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed any such document with the Commission to which the Representative reasonably objects; provided that, if in the opinion of the outside counsel of Indirect Parent and the CompanyIssuer, such proposed amendment or supplement is required by law, the Company Indirect Parent and the Issuer can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 1 contract

Samples: Purchase Agreement (Avis Budget Group, Inc.)

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Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative Initial Purchaser and counsel for the Initial Purchasers Purchaser a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed any such document with the Commission to which the Representative Initial Purchaser reasonably objects; provided that, if in the opinion of the outside counsel of Indirect Parent and the Company, such proposed amendment or supplement is required by law, the Company can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 1 contract

Samples: Avis Budget Group, Inc.

Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company and the Issuer will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed any such document with the Commission to which the Representative reasonably objects; provided that, if in the opinion of the outside counsel of Indirect Parent and the CompanyCompany or the Issuer, such proposed amendment or supplement is required by law, the Company and the Issuer can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 1 contract

Samples: Purchase Agreement (Avis Budget Group, Inc.)

Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative Representatives and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and and, prior to the Closing Date, will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed file any such document with the Commission to which the Representative Representatives reasonably objectsobject; provided thatprovided, if in however, that the opinion of the outside Company shall not be prevented from filing any such document that its counsel of Indirect Parent and the Company, such proposed amendment or supplement has concluded is required by law, the Company can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 1 contract

Samples: Dropbox, Inc.

Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or the filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or allow to be filed file any such document with the Commission to which the Representative reasonably objects; provided thatprovided, if in however, that the opinion of the outside Company shall not be prevented from filing any such document that its counsel of Indirect Parent and the Company, such proposed amendment or supplement has concluded is required by law, the Company can make such amendment or supplement, notwithstanding any such reasonable objection.

Appears in 1 contract

Samples: Knowles Corp

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