Offerings of Securities. Except as described in the Registration Statement, the Company has not sold or issued any securities during the three-year period preceding the date of filing of the Registration Statement, including any sales pursuant to Rules 144A or 701 under, or Regulations D or S of, the Securities Act.
Offerings of Securities. All securities that have been offered or sold by Olympic or any of its Subsidiaries during the six years prior to the date of this Agreement have been registered pursuant to the Securities Act and applicable foreign or state securities laws or were offered and sold pursuant to valid exemptions therefrom. No registration statement, prospectus, private offering memorandum, or other information furnished (whether in writing or orally) to any offeree or purchaser of such securities, at the time such registration statement became effective (in the case of a registered offering) or at the time of delivery of such registration statement, prospectus, private offering memorandum, or other information, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. To the extent that any such securities were registered under the Securities Act or foreign securities exchange, the applicable registration statements and prospectuses filed with the Securities and Exchange Commission or such foreign securities exchange, at the time each such registration statement became effective, and at all times when delivery of a prospectus was required pursuant to the Securities Act or foreign securities law, complied in all material respects with the requirements of such applicable securities laws and the rules and regulations thereunder.
Offerings of Securities. All securities which have been offered or sold by the Company have been registered pursuant to the Securities Act and applicable state securities Laws or were offered and sold pursuant to valid exemptions therefrom. No registration statement, prospectus, private offering memorandum, or other information furnished (whether in writing or orally) to any offeree or purchaser of such securities, at the time such registration statement became effective (in the case of a registered offering) or at the time of delivery of such registration statement, prospectus, private offering memorandum, or other information, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Company has no obligation to register any of its securities under the Securities Act.
Offerings of Securities. All securities which have been offered or sold by the Company have been registered pursuant to the Securities Act and applicable state securities laws or were offered and sold pursuant to valid exemptions therefrom. No registration statement, prospectus, private offering memorandum, or other information furnished (whether in writing or orally) to any offeree or purchaser of such securities, at the time such registration statement became effective (in the case of a registered offering) or at the time of delivery of such registration statement, prospectus, private offering memorandum, or other information, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. To the extent that any such securities were registered under the Securities Act, the applicable registration statements and prospectuses filed with the Securities and Exchange Commission pursuant to the Securities Act, at the time each such registration statement became effective, and at all times when delivery of a prospectus was required pursuant to the Securities Act, complied in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Offerings of Securities. The Company proposes to issue and sell the Securities under an indenture to be dated as of June 16, 2016 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of June 16, 2016 (the “First Supplemental Indenture, and together with the Base Indenture, the “Indenture”) by and among the Company, the Guarantors and the Trustee. The Company and the Guarantors have prepared the Base Prospectus (as defined below), a preliminary prospectus supplement, dated June 13, 2016, specifically relating to the Securities (the “Preliminary Prospectus Supplement”), and will prepare a Free Writing Prospectus (as defined below) dated the date hereof and identified on Schedule III of the Terms Agreement, setting forth information concerning the Company and the Securities. Copies of the Preliminary Prospectus (as defined below) have been, and copies of the Prospectus (as defined below) will be, delivered by the Company to the Underwriters pursuant to the terms of the Terms Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Prospectus, the Prospectus and any other Time of Sale Information (as defined below) in connection with the offering and resale of the Securities by the Underwriters in the manner contemplated by the Terms Agreement. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Preliminary Prospectus, as supplemented and amended by the written communications listed on Schedule III to the Terms Agreement, shall have been made. References herein to the Registration Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include any document incorporated by reference therein.
Offerings of Securities. The Company proposes to issue and sell certain of its debt securities, issuable under (in the case of Senior Debt Securities) an indenture dated as of March 15, 1988 (the “Original Indenture”) between the Company and The Bank of New York, as trustee, as amended by the first supplemental indenture, dated as of May 31, 2005 (the “First Supplemental Indenture), among the Company, The Bank of New York, as resigning trustee, and The Bank of New York Trust Company, N.A., as successor trustee (the “Trustee”) and as further amended by the second supplemental indenture, dated as of July 17, 2007, between the Company and the Trustee (the “Second Supplemental Indenture, together with the First Supplemental Indenture and the Original Indenture, the “Indenture”), (in the case of Subordinated Debt Securities), an indenture dated as of , between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”) and/or certain of its warrants to purchase debt securities issuable pursuant to the warrant agreement (the “Warrant Agreement”) identified in the Terms Agreement (as hereinafter defined) (such debt securities and warrants being sometimes collectively referred to herein as the “Securities”), in one or more offerings on terms determined at the time of sale. Such debt securities and warrants may be issued separately or together in units.
Offerings of Securities. 13 2.25 Representations and Warranties as of the Effective Time.....13 2.26
Offerings of Securities. All securities that have been offered or sold by Whittier or any of its Subsidiaries during the six years prior to the date of this Agreement have been offered and sold pursuant to valid exemptions from the Securities Act and applicable state securities laws. To the knowledge of Whittier, no private offering memorandum or other information furnished (whether in writing or orally) to any offeree or purchaser of such securities, at the time of delivery of such private offering memorandum or other information, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Offerings of Securities. The Company proposes to issue and sell certain of its debt securities, issuable under an indenture dated as of March 15, 1988 (the "Indenture") between the Company and The Bank of New York, as trustee (the "Trustee"), identified in the Terms Agreement (as hereinafter defined) (such debt securities being sometimes referred to herein as the "Underwritten Securities").
Offerings of Securities. All securities which have been offered or sold by the Company have been offered and sold pursuant to valid exemptions from the Securities Act and applicable state securities laws.
