Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees to engage in Testing-the-Waters Communications with respect to the Shares. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (Allete Inc)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8501(a) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Written Testing-the-Waters Communications and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 10(c) hereof or (ii) information relating to any Selling Stockholder that is not an executive officer of the Company furnished to the Company in writing by or on behalf of such Selling Stockholder expressly for use in the such Written Testing-the-Waters Communications and Pricing Disclosure Package and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by and on behalf of any Selling Stockholder consists of the Selling Stockholder Information.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) ), (a)(8), (a)(9), (a)(12), or (a)(8a)(13) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (American Integrity Insurance Group, Inc.)
Testing-the-Waters Materials. The Neither the Company nor Evolent Health (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms and Evolent Health reconfirm that the Representatives have been authorized to act on its their behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has and Evolent Health have not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 neither the Company nor Evolent Health makes any representation or warranty with respect to any statements or omissions in each such Written Testing-the-Waters Communications in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and Evolent Health in writing by such Underwriter through the Representatives expressly for use in such Written Testing-the-Waters Communications, 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBsQIBS”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1501 (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(8a)(13) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have had been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A heretoCommunications. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B Schedule III hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication prepared or authorized by the Company does not conflict with the information contained in the Registration Statement Statement, the Time of Sale Prospectus or the Pricing Disclosure PackageProspectus, complied in all material respects with the applicable provisions of the Securities ActAct and, and when taken together with the Pricing Disclosure Package Time of Sale Prospectus, as of the Applicable TimeTime of Sale, 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives Representative (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representative to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives Representative have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A heretoCommunications. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (Tru Shrimp Companies, Inc.)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(8a)(13) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares Communications, other than Testing-the-Waters Communications with the consent of the Representatives (x) Representative with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each members of their respective affiliates its Board of Directors and their respective employees the Representative to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications Communications; provided that they comply with respect to the Shares by virtue of a writing substantially Securities Act in the form of Exhibit A heretoconnection therewith. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares (as defined below) other than those listed on Annex B C hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict in any material respect with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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, 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 and 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 Representative expressly for use in the Written Testing-the-Waters Communication, 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares (as defined below) other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications Communications. “Testing-the-Waters Communication” means any oral or written communication with respect to potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the SharesSecurities Act. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A B hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (Treace Medical Concepts, Inc.)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the Shares. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A heretoCommunications. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B heretoCommunications. “Written Testing-the-Waters Communication” means any Testing-the-oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act. “Written Testing the Waters Communication” means any Testing the Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the RepresentativesRepresentatives and TPG Capital BD, each of their respective affiliates and their respective employees LLC to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 Parties make no representation or warranty with respect to any statements or omissions made in each such Written Testing-the-Waters Communications 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 Written Testing-the-Waters Communications, 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representative to engage in Testing-the-Waters Communications with respect to the Shares(as defined below). The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication prepared or authorized by the Company does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the applicable provisions of the Securities Act, and when taken together with 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 misleadingmisleading provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Written Testing-The-Waters Communications in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in such Written Testing-The-Waters Communication, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication prepared for or authorized by the Company does not conflict in any material respect with the information contained in the Registration Statement, the ADS Registration Statement or the Pricing Disclosure Package, complied in all material respects with the applicable provisions of the Securities ActAct and the applicable rules and regulations of the Commission thereunder, and when taken together with 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 each such Testing-the-Waters Communication in reliance upon and in conformity with any information relating to an Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Written Testing-the-Waters Communications; 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).
Appears in 1 contract
Sources: Underwriting Agreement (Ascentage Pharma Group International)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are the Company reasonably believed to be qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications Communications. “Testing-the-Waters Communication” means any oral or written communication with respect to potential investors undertaken in reliance on Rule 163B under the SharesSecurities Act. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares (as defined below), other than Testing-the-Waters Communications with the consent of the Representatives Underwriter (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(8a)(13) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Underwriter to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have Underwriter has been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications (as defined below). “Testing-the-Waters Communications” means any oral or written communication with respect to potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Shares other than those listed on Annex B heretoSecurities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(8a)(13) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A B hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Testing-the Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Rule 163B of the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication prepared or authorized by the Company does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the applicable provisions of the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (Ortho Clinical Diagnostics Holdings PLC)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B heretoCommunications. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the applicable provisions of the Securities Act, and when taken together with 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 and warranty with respect to any statements or omissions made in each such Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Written Testing-the-Waters Communications, 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are the Company reasonably believed to be qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have has been authorized to act on its behalf in undertaking Testing-the-Waters Communications (with respect to the Shares by virtue of a writing substantially in the form of such authorization attached hereto as Exhibit A heretoA). The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Rule 163B under the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure PackageTime of Sale Information, complied in all material respects with the Securities Act, and when taken together with the Pricing Disclosure Package Time of Sale Information as of the Applicable TimeTime of Sale, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, 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.
Appears in 1 contract
Sources: Underwriting Agreement (Novanta Inc)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives Representative (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(8a)(13) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representative to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A C hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing written confirmation delivered to the Representatives by email (or otherwise) substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B heretoCommunications. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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, 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 and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Written Testing-the-Waters Communication, Pricing Disclosure Package and Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof or (ii) information relating to any Selling Stockholder furnished to the Company in writing by and on behalf of such Selling Stockholder expressly for use in such Written Testing-the-Waters Communication, Pricing Disclosure Package and Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Selling Stockholders consists of the Selling Stockholder Information.
Appears in 1 contract
Sources: Underwriting Agreement (Blue Buffalo Pet Products, Inc.)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B heretoCommunications. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 each such Written Testing-the-Waters Communications 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 Written Testing-the-Waters Communications, 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than (A) Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) 501 under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (yB) with entities those that have been previously disclosed to the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act Representatives and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 each such Written Testing-the-Waters Communication 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 Written Testing-the-Waters Communication, 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are reasonably believed to be qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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, except insofar as such statements or facts are based upon any such untrue statement or omission or alleged untrue statement or omission 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 any Written Testing-the-Waters Communication, the Registration Statement or the 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or Statement, the Pricing Disclosure PackagePackage and the Prospectus, complied in all material respects with the Securities Act, and when taken together with 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 untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in Section 7(b) hereof.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives (x) Representative with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each members of their respective affiliates its Management Board and their respective employees the Representative to engage in Testing-the-Waters Communications Communications, provided that they comply with respect to the SharesSecurities Act in connection therewith. The Company reconfirms that the Representatives Representative have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A heretoCommunications. The Company has not distributed or approved for distribution, nor have the Underwriters used, any Written Testing-the-Waters Communications with respect to the Shares (as defined below) other than those listed on Annex B A hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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, 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 and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof, and (ii) the Selling Shareholder Information (as defined below).
Appears in 1 contract
Sources: Underwriting Agreement (Innocoll AG)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives Representative (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Underwriters to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B heretohereto3. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (Park Dental Partners, Inc.)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives Underwriter (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Underwriter to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have Underwriter has been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the |US-DOCS\149255760.3|| Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (Super Micro Computer, Inc.)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than (A) Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) 501 under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (yB) with entities those that have been previously disclosed to the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act Representatives and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the Shares. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A heretoCommunications. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 each such Written Testing the Waters Communication 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 Written Testing the Waters Communication, 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares (as defined below) other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are the Company reasonably believed to be qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(8a)(13) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Rule 163B under the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict in any material respect with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (Hornbeck Offshore Services Inc /La)
Testing-the-Waters Materials. The Neither the Company nor Evolent Health (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives and Evolent Health have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 neither the Company nor Evolent Health makes any representation or warranty with respect to any statements or omissions in each such Written Testing-the-Waters Communications in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or Evolent Health in writing by such Underwriter through the Representatives expressly for use in such Written Testing-the-Waters Communications, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) Representative with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representative to engage in Testing-the-Waters Communications Communications. “Testing-the-Waters Communication” means any oral or written communication with respect to potential investors undertaken in reliance on Section 5(d) of the SharesSecurities Act. The Company reconfirms that if Testing-the-Waters Communications are to be utilized, the Representatives have Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 Representative expressly for use in such Written Testing-the-Waters Communications and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(c) hereof
Appears in 1 contract
Testing-the-Waters Materials. The In connection with the offering of the Shares, the Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) Underwriters with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Underwriters to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications Communications. In connection with respect to the Shares by virtue offering of a writing substantially in the form of Exhibit A hereto. The Shares, the Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares (as defined below) other than those listed on Annex B D hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 as to the information contained in or omitted from any Written Testing-the-Waters Communication in reliance upon, or in conformity with, information furnished in writing to the Company by or on behalf of the Underwriters expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters consists of the information described in Section 9(c) hereof; and provided, further that the Company makes no representation and warranty with respect to statements or omissions made in any Written Testing-the-Waters Communication in reliance upon and in conformity with information relating to any Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Selling Stockholder consists of the information described as such in Section 4(e).
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Written Testing-the-Waters Communications and Pricing Disclosure Package and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(8a)(13) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A heretoCommunications. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives Underwriters (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Underwriters to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A B hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B D hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares (as defined below) other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are are, or the Company reasonably believed to be, qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or (y) with institutions that are are, or the Company reasonably believed to be, accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(8a)(13) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications Communications. “Testing-the-Waters Communication” means any oral or written communication with respect to potential investors undertaken in reliance on Rule 163B under the SharesSecurities Act. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares (as defined below) other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (Ardent Health Partners, LLC)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives, each members of their respective affiliates its Management Board and their respective employees the Representatives to engage in Testing-the-Waters Communications Communications, provided that they comply with respect to the SharesSecurities Act in connection therewith. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A heretoCommunications. The Company has not distributed or approved for distribution, nor have the Underwriters used, any Written Testing-the-Waters Communications with respect to the Shares (as defined below) other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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, 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 and 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 the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(c) hereof.
Appears in 1 contract
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are the Company reasonably believed to be qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications Communications. “Testing-the-Waters-Communications” means any oral or written communication with respect to potential investors undertaken in reliance on Rule 163B under the SharesSecurities Act. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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 any Testing-the-Water Materials, 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.
Appears in 1 contract
Sources: Underwriting Agreement (Concentra Group Holdings Parent, Inc.)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications with respect to the Shares other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives, each of their respective affiliates and their respective employees Representatives to engage in Testing-the-Waters Communications with respect to the SharesCommunications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications with respect to the Shares by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution, nor have the Underwriters used, distribution any Written Testing-the-Waters Communications with respect to the Shares other than those listed on Annex B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with 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.
Appears in 1 contract
Sources: Underwriting Agreement (Super Micro Computer, Inc.)