Examples of Sales material in a sentence
The Company (other than through the Sales Agents) has not made without the prior consent of the Agent, any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 and which the parties agree, for the purposes of this Agreement, includes: (i) any “advertisement” as defined in Rule 482; (ii) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act or Rule 134; and (iii) any Sales Material.
Moreover, all Sales Material complied and complies in all material respects with the applicable requirements of the 1933 Act, 1933 Act Regulations, the 1940 Act and 1940 Act Regulations and, if required to be filed with FINRA under FINRA’s conduct rules, were provided to Fried, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP, counsel for the Agent, for filing.
The representations and warranties in the preceding paragraphs of this Section 2(a) do not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Prospectus or any Sales Material or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use therein.