Disclosure Packages definition
Examples of Disclosure Packages in a sentence
Except as described in the Registration Statement, the Pricing Disclosure Packages and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares, other than those rights that have been duly and validly waived.
Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted.
Subject to the qualifications, limitations, exceptions and assumptions set forth in the Registration Statement, General Disclosure Packages and the Prospectus, the Company believes that it was not a passive foreign investment company (“PFIC”) within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended, for its most recently completed taxable year and it does not expect to be a PFIC for its current taxable year.
Except as described in the Registration Statement, the Pricing Disclosure Packages and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares by the Company, except for those rights that have been duly and validly waived.
The Common Stock, the authorized but unissued Preferred Stock and the Company’s charter and bylaws conform in all material respects to all of the respective statements relating thereto contained in the Registration Statement, the General Disclosure Packages and the Prospectus and such statements conform in all material respects to the rights set forth in the respective instruments and agreements defining the same.
Except as otherwise disclosed in the Registration Statement, the General Disclosure Packages and the Prospectus, all of the issued and outstanding partnership or membership interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned, free and clear of any Lien.
The Common Stock, the authorized but unissued Preferred Stock, and the Company’s charter and bylaws conform in all material respects to all of the respective statements relating thereto contained in the Registration Statement, the General Disclosure Packages and the Prospectus and such statements conform in all material respects to the rights set forth in the respective instruments and agreements defining the same.
The Company will use the proceeds from the sale of the Securities in the manner described in the General Disclosure Packages.
Except as disclosed in the Registration Statement, the General Disclosure Packages and the Prospectus, to the Company's knowledge, the Company does not have any lending relationship or other commercial banking relationship with any bank or similar institution affiliated with any of the Underwriters, and the Company does not intend to use any of the proceeds from the sale of the Securities to repay any debt owed to any Underwriter or, to the Company's knowledge, any affiliate of any Underwriter.
At Closing Date, the Representatives shall have received the favorable opinion, dated as of Closing Date, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to the Registration Statement, the Prospectus, the General Disclosure Packages and such other matters as the Representatives may request.