Common use of Representations and Warranties of the Underwriters Clause in Contracts

Representations and Warranties of the Underwriters. The Underwriters represent and agree that, unless it obtains the prior written consent of the Company, they have not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses. Any such free writing prospectus consented to by the Underwriters is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent that they have treated or agree that they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

Appears in 12 contracts

Samples: Underwriting Agreement (Autozi Internet Technology (Global) Ltd.), Underwriting Agreement (Epsium Enterprise LTD), Underwriting Agreement (Linkers Industries LTD)

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Representations and Warranties of the Underwriters. The Underwriters represent represents and agree agrees that, unless it obtains the prior written consent of the Company, they have it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses. prospectuses included in Schedule C. Any such free writing prospectus consented to by the Underwriters is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent represents that they have treated or agree agrees that they it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

Appears in 4 contracts

Samples: Underwriting Agreement (Millennium Group International Holdings LTD), Underwriting Agreement (Millennium Group International Holdings LTD), Underwriting Agreement (Millennium Group International Holdings LTD)

Representations and Warranties of the Underwriters. The Underwriters represent and agree that, unless it obtains they obtain the prior written consent of the Company, they have not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses. prospectuses included in Schedule 2-B. Any such free writing prospectus consented to by the Underwriters Underwriter is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent Underwriter represents that they have it has treated or agree agrees that they it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

Appears in 3 contracts

Samples: Underwriting Agreement (Rectitude Holdings Ltd.), Underwriting Agreement (GoodFaith Technology Inc.), Underwriting Agreement (Rectitude Holdings Ltd.)

Representations and Warranties of the Underwriters. The Underwriters represent and agree that, unless it obtains they obtain the prior written consent of the Company, they have not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses. prospectuses included in Schedule C. Any such free writing prospectus consented to by the Underwriters is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent that they have treated or agree that they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

Appears in 2 contracts

Samples: Underwriting Agreement (Pop Culture Group Co., LTD), Underwriting Agreement (Planet Image International LTD)

Representations and Warranties of the Underwriters. The Underwriters represent represents and agree agrees that, unless it obtains the prior written consent of the Company, they have it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses. prospectuses included in Schedule C. Any such free writing prospectus consented to by the Underwriters is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent represents that they have it has treated or agree agrees that they it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

Appears in 2 contracts

Samples: Underwriting Agreement (Tian Ruixiang Holdings LTD), Underwriting Agreement (SAMFINE CREATION HOLDINGS GROUP LTD)

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Representations and Warranties of the Underwriters. (a) The Underwriters represent represents and agree agrees that, unless it obtains the prior written consent of the Company, they have it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses. prospectuses included in Schedule C. Any such free writing prospectus consented to by the Underwriters is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent represents that they have it has treated or agree agrees that they it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

Appears in 2 contracts

Samples: Underwriting Agreement (Zhongchao Inc.), Underwriting Agreement (Hywin Holdings Ltd.)

Representations and Warranties of the Underwriters. The Underwriters represent and agree that, unless it obtains the prior written consent of the Company, they have not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses. prospectuses included in Schedule C. Any such free writing prospectus consented to by the Underwriters is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent that they have treated or agree that they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

Appears in 1 contract

Samples: Underwriting Agreement (Erayak Power Solution Group Inc.)

Representations and Warranties of the Underwriters. The Underwriters represent and agree that, unless it obtains they obtain the prior written consent of the Company, they have not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses. prospectuses included in Schedule C. Any such free writing prospectus consented to by the Underwriters is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent that they have treated or agree that they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

Appears in 1 contract

Samples: Underwriting Agreement (Creative Global Technology Holdings LTD)

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