Testing-the-Waters Communications definition
Testing-the-Waters Communications means any oral or written communication with potential investors and undertaken in reliance on Section 5(d) 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.
Testing-the-Waters Communications means any verbal or written communications by either the Company or the Representative, as applicable, made pursuant to Rule 163B under the Securities Act, to either “qualified institutional buyers,” as defined in Rule 144A under the Securities Act, or “institutional accredited investors,” as defined in Rule 501(a) under the Securities Act. A “Written Testing-the-Waters Communication” refers to those Testing-the-Waters Communications that are only distributed in writing.
Testing-the-Waters Communications means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
Examples of Testing-the-Waters Communications in a sentence
The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications (as defined below).
The Company reconfirms that the Underwriter has been authorized to act on its behalf in undertaking Testing-the-Waters Communications by virtue of a writing substantially in the form of Exhibit A hereto.
The Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto.
More Definitions of Testing-the-Waters Communications
Testing-the-Waters Communications 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.
Testing-the-Waters Communications mean any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act. The Company has not distributed any Written Testing-the-Waters Communications (as defined below) other than those listed on Schedule IV 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 Act. Any individual Written Testing-the-Waters Communication does not materially conflict with the information contained in the Registration Statement or the Time of Sale Disclosure Package, complied in all material respects with the Act, and when taken together with the Time of Sale Disclosure Package as of the Applicable Time, did 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.
Testing-the-Waters Communications means any communication made in reliance on Section 5(d) of the Securities Act, and “Written Testing-the-Waters Communications” shall mean any such communication that is written, within the meaning of Rule 405 under the Securities Act.
Testing-the-Waters Communications means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. (ggg) The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Exchange Act during the preceding 12 months (except to the extent that Section 15(d) requires reports to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act, which shall be governed by the next clause of this sentence); and the Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act since it first became subject to the requirements of the Exchange Act, except where the failure to timely file could not reasonably be expected individually or in the aggregate to have a Material Adverse Effect. Any certificate signed by any officer of the Company and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Stock shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Testing-the-Waters Communications means all communications made by the Company in reliance on Section 5(d) of the Securities Act.