Offering Memorandum The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.
Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state 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 the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.
Copies of the Offering Memorandum The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.
Pricing Disclosure Package The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state 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 the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.
Securities Laws Disclosure; Publicity The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).
Disclosure Information The disclosure of information as to the names and addresses of the Holders of Trust Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law or any law hereafter enacted which does not specifically refer to Section 312 of the Trust Indenture Act, nor shall the Property Trustee be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.
Ongoing Compliance of the Offering Memorandum If at any time prior to the completion of the initial offering of the Securities (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would 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 existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law.
Prospectus and Supplemental Information Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunder.
How Do I Get More Information? This Settlement Notice does not fully describe all of the claims, defenses, or contentions of the parties. If you have questions about this Notice or the Action, please do not contact the Court. If you have questions regarding the Settlement, you can call Class Counsel at 0-000-000-0000, email Class Counsel at xxxxxxx@xxxxxxxxxxxxxxxxx.xxx, call the Settlement Administrator at 0-000-000-0000, write to the Settlement Administrator at JPM Stable Value Fund Litigation c/o JND Class Action Administration, P.O. Box 91304, Seattle, WA 98111, or go to the following website: xxx.xxxxxxxxxxxxxxxxx.xxx where you will find the Court’s order certifying the Class, the Plaintiffs’ Consolidated and Amended Complaint, the Defendants’ Answer to the Consolidated and Amended Complaint, the Settlement Agreement, and information regarding the day, time, and location of the Fairness Hearing once it has been scheduled by the Court. Other filings with the Court and information regarding the Settlement are also available online. Dated: , 2017 BY THE ORDER OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ATTACHMENT 1 PLAN SPONSOR 1 1888 XXXXX, LLC 2 X.X. XXXXXXXX CO., INC. 3 ABILENE CHAMBER OF COMMERCE 4 ABITIBI CONSOLIDATED SALES CORPORATION 5 ACCE BENEFIT TRUST 6 ACCE BENEFITS TRUST 7 ACCE BENEFITS TRUST 401(K) PLAN 8 ADVANCED MEDICAL OPTICS, INC. 9 AGGREKO, LLC 10 AJAX PAVING INDUSTRIES OF FLORIDA, INC. 11 AJAX PAVING INDUSTRIES, INC. 12 ALASKA TANKER COMPANY ATC 13 ALCON LABS 14 ALLERGAN INC 15 ALM MEDIA INC. 16 ANCHOR ACQUISITION, LLC 17 AMARILLO CHAMBER OF COMMERCE 18 AMERICAN CHAMBER OF COMMERCE EXECUTIVES 19 AMERICAN CIVIL CONSTRUCTORS, INC. 20 AMERICAN LIGHTING ASSOCIATION 21 AMERICAN ROYAL ASSOCIATION 22 AMERICAN TECHNOLOGIES, INC. 23 ALLIANT ENERGY CORPORATE SERVICES, INC. 24 AMERICAN ELECTRIC POWER SERVICE CORP. (AEP) 25 XXXXXXXX CORP. 26 XXXXXX CORP. 27 ANGELO'S AGGREGATE MATERIALS, LTD. 28 XXXX TRUCKING L.L.C. 29 APAC PAPER & PACKAGING CORP. 30 ARBOR MANAGEMENT, INC. 31 ARCH CHEMICAL INC. 32 AREA ENERGY & ELECTRIC, INC. 33 ARGO GROUP US 34 ARIZONA CHEMICAL COMPANY PLAN SPONSOR 35 ARLINGTON METALS CORPORATION 36 ASPHALT PAVING, INC. 37 ASSOCIATED WHOLESALE GROCERS, INC. 38 ASTEC INDUSTRIES, INC. 39 ASTELLAS US LLC 40 ATLANTIC SOUTHEAST AIRLINES, INC 41 AUDIO AUTHORITY CORPORATION 42 AUGUSTA NEWSPRINT COMPANY 43 AVON PRODUCTS, INC. 44 X.X. XXXXXXXX / XXXXXXXX / UNITED TECHNOLOGIES CORPORATION (UTC) 45 BADGERLAND SUPPLY. INC. 46 BAESMAN PRINTING CORPORATION 47 BANK OF COMMERCE & TRUST COMPANY 48 BATON ROUGE AREA CHAMBER PROFIT SHARING PLAN 49 XXXXXXX XXXXXX COMPANY LLC 50 XXXX TOYOTA CORP. 51 BEECHMONT PRESS, LLC 52 XXXX INC. 53 BELL CORP. 54 XXXXX COMPANY, INC. 55 BENESYS, INC. 56 XXXXXXX, XXXXXXX, XXXXXXX AND DAVIS APLC 57 BEST BUY 58 BIGSTON CORPORATION 59 BIOMEDICAL RESEARCH FOUNDATION 60 BISON GEAR ENG. CORP 61 BOC XXXXXXX, INC. 62 BOISE CONVENTION & VISITORS BUREAU PROFIT 63 BOISE METRO CHAMBER OF COMMERCE 64 BOSE CORP. 65 XXXXXX AND XXXXXX P.A. 66 XXXXXX & XXXXXXXX CORPORATION 67 XXXXX XXXXX COMPANY 68 BROOK FURNITURE RENTAL INC. 69 XXXXXXXXXX HOLDINGS, INC. 70 BROWN AND XXXXXXXX PLAN SPONSOR 71 BUCKEYE PIPE LINE SERVICES COMPANY 72 XXXX-O-MATIC CORPORATION 73 X.X. ENTERPRISES 74 CANBERRA OAK RIDGE, LLC 75 CARATRON INDUSTRIES, INC. 76 XXXXXXX INC. 77 CARL ZEISS VISION INC. 78 XXXX INDUSTRIES, INC. 79 XXXXXX MACHINERY CO. 80 CATERPILLAR INC. 81 CDM FEDERAL SERVICES, INC. 82 CELANESE (HOECHST CELANESE) 83 CENTRALIZED LABORATORY SERVICES INC 84 CERNER CORP. 85 CHATTANOOGA AREA CHAMBER OF COMMERCE 86 CHRISTIAN REFORMED CHURCH IN NORTH AMERICA 87 CINCINNATI TOOL STEEL COMPANY 88 XX XXXXXX CONSTRUCTION COMPANY 89 CLARIAN HEALTH / INDIANA UNIV. HEALTH INC. 90 XXXXXX QUALITY COATINGS, INC. 91 CLEAR LAKE AREA CHAMBER OF COMMERCE 92 XXXX HARDWOOD INC. 93 XXXXXXX & XXXXXX PRODUCTS CO. 94 COLONIAL PIPELINE CO. 95 COMMODORE ADVANCE SCIENCES, INC. 96 COMSYS IT PARTNERS INC. 97 CONNING & COMPANY 98 COOK COMPOSITES & POLYMERS COMPANY 99 COOPERATIVE REGIONS OF ORGANIC PRODUCER POOLS COOPERATIVE, INC. 100 CROWN EQUIPMENT CORP. 101 CSK AUTO, INC. 102 CUMMINS INC. 103 XXXXXXX & XXXXXXXXX, INC. 104 DACO INCORPORATED 105 DAKOTA CLINIC / INNOVIS HEALTH 106 DALLAS REGIONAL CHAMBER PLAN SPONSOR 107 DASCO PRO INC. 108 DETROIT LEGAL NEWS COMPANY 109 XXXX XXXXXX INC. 110 DIRECT GENERAL CORPORATION 111 XXX X. XXXXXXX, INC. 112 XXXXXXX COMPANIES INC. 113 DOTT INDUSTRIES, INC. 114 DOWCO INC. 115 DURATEK FEDERAL SERVICES, INC. 116 X.X. XXXXXXX COMPANY 117 EAGLE-PICHER CORPORATION 118 XXXX XXXXX CO. INC. 119 EDISON ELECTRIC INSTITUTE INC. 120 EET CORPORATION 121 XXX XXXXX 122 ELKAY MANUFACTURING COMPANY 123 ELMER'S PRODUCTS INC. 124 EMPIRE LEVEL MANUFACTURING CORP. 125 ENERCON ENGINEERING, INC. 126 ENERGY EAST CORP. 127 ENERGY NORTHWEST 128 XX XXXX GROUP, L.P. 129 ERICSSON INC. 130 XXXXX XXXXX GLOBAL INC. 131 E-S PLASTIC PRODUCTS INC. 132 FATHER XXXXXXXX'X BOYS' HOME 133 XXXXXXX COMPANIES, INC. 134 FERRO CORP. 135 XXXXXX & COMPANY, INCORPORATED 136 FITCH, INC. 137 FIVE STAR DISTRIBUTING, INC. 138 XXXXXXXXX & XXXX 139 FOREMOST FARMS USA 140 FOREST LABORATORIES, INC. 141 FLORIDA CHAMBER OF COMMERCE 142 FLORIDA GAS TRANSMISSION COMPANY 143 FLO-TORK, INC. PLAN SPONSOR 144 FOX CITIES CHAMBER OF COMMERCE & INDUSTRY 145 XXXXX X. XXXX COMPANY 146 FREEPORT MCMORAN / XXXXXX DODGE CORP. 147 XXXXXXX DENVER, INC. 148 GERLIN, INC. DBA CORE PIPE PRODUCTS, INC. 149 GENERAC 150 GENERAL XXXXX 151 XXX CONSULTANTS, LLC 152 GHP OPERATING COMPANY LLC (GLOBAL HOME PRODUCTS) 153 XXXXXXXX / PROCTER & XXXXXX 154 GLENMARK INDUSTRIES INC. 155 GPD, INC. 156 GREAT PLAINS ENERGY INCORPORATED 157 GREATER BINGHAMTON CHAMBER OF COMMERCE 000 XXXXXXX XXXXXXXXXX XXXXXXX OF COMMERCE 159 GREATER XXXXXXX CHAMBER PARTNERSHIP 160 GREATER LOUISVILLE INC. 161 GREATER NEW HAVEN CHAMBER OF COMMERCE 162 GREATER PROVIDENCE CHAMBER OF COMMERCE 163 GREATER RALEIGH CHAMBER OF COMMERCE 164 GREATER READING CHAMBER OF COMMERCE/INDUSTRY 165 GREATER SCRANTON CHAMBER OF COMMERCE 166 GREATER TAMPA CHAMBER OF COMMERCE 167 GREATER TOPEKA CHAMBER OF COMMERCE 168 GREATER WACO CHAMBER OF COMMERCE 169 GREATER WASHINGTON BOARD OF TRADE 170 GREEN DIAMOND RESOURCE COMPANY 171 GREEN THUMB LAWNSCAPING, INC. 172 GRINDMASTER CORPORATION 173 XXXXXXXXX LUMBER & SPPLY, INC. 174 GZA GEOENVIRONMENTAL, INC. 175 H&S TOOLS INC. 176 XXXXX & XXXXXXX INC 177 HAPAQ-XXXXX 178 XXXXXXX ROADS CHAMBER OF COMMERCE 179 XXXXXX PUBLICATIONS, 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 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 file any such document with the Commission to which the Representative reasonably objects.
