Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at the time it became effective, the date hereof, the Closing Time or any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at its issue date, the time of any filing with the Commission pursuant to Rule 424(b), the Closing Time or any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated or deemed to be incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Appears in 3 contracts

Samples: Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at the time it became effective, the date hereof, the Closing Time or any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at its issue date, the time of any filing with the Commission pursuant to Rule 424(b), the Closing Time or any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated or deemed to be incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Appears in 3 contracts

Samples: Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time ~~the Registration Statement~~ such documents incorporated by reference became effective or ~~when such documents incorporated or deemed to be incorporated by reference~~ were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by ~~any~~ the Underwriter ~~through the Representatives~~ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the ~~first~~ third paragraph under the heading “Underwriting~~–Commissions~~ ” related to the public offering price and ~~Discounts,”~~ concessions, the information in the ~~second~~ twelfth, thirteenth, fourteenth and fifteenth paragraphs under the heading “Underwriting” related to the stabilizing transactions, short sales and covering transactions, and the information in the sixteenth paragraph under the heading “Underwriting~~–Price Stabilization and Short Positions~~” ~~and the information under the heading “Underwriting–Electronic Distribution,”~~ related to electronic distributions, in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 3 contracts

Samples: Kennedy Wilson (Kennedy-Wilson Holdings, Inc.), Underwriting Agreement (Kennedy-Wilson Holdings, Inc.), Underwriting Agreement (Kennedy-Wilson Holdings, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated or deemed to be incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the ~~Representatives~~ Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information set forth as the table in the first paragraph and as the sixth, eight, thirteenth, fifteenth, sixteenth and seventeenth paragraphs regarding the number of shares each underwriter has agreed to purchase severally, concessions and reallowances, the referral fee, the discretionary authority that the Underwriters expect to exercise, short sales and stabilizing transactions and penalty bids, respectively, under the ~~heading~~ caption “Underwriting–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in ~~each case contained in the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 3 contracts

Samples: Underwriting Agreement (Erickson Air-Crane Inc), Underwriting Agreement (Erickson Air-Crane Inc), Underwriting Agreement (Erickson Air-Crane Inc)

Appears in 3 contracts

Samples: Purchase Agreement (Freeline Therapeutics Holdings PLC), Purchase Agreement (Adaptimmune Therapeutics PLC), Purchase Agreement (Adaptimmune Therapeutics PLC)

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at the time it became effective, the date hereof, the Closing Time or any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Closing Time and each Date of Delivery, if any, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at its issue date, the time of any filing with the Commission pursuant to Rule 424(b), the Closing Time or any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated ~~or deemed to be incorporated~~ by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents ~~incorporated or deemed to be~~ incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” the information in the second ~~paragraph~~ and third paragraphs under the heading “Underwriting–—Price ~~Stabilization~~ Stabilization, Short Positions and ~~Short Positions~~Penalty Bids,” ~~and~~ the information under the heading “Underwriting–—Electronic Distribution” and the information in the fifth paragraph under “Underwriting—Other Relationships,” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)

Appears in 2 contracts

Samples: Underwriting Agreement (Kennedy-Wilson Holdings, Inc.), Kennedy Wilson (Kennedy-Wilson Holdings, Inc.)

Accurate Disclosure. ~~Neither~~ None of the Registration Statement, the ADS Registration Statement ~~nor~~ or any ~~post-effective~~ amendment thereto, at the time ~~it became effective~~of its effectiveness, each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each preliminary prospectus, at the time of filing thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Applicable Time, the Closing Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement or the ADS Registration Statement became effective or when such documents ~~incorporated or deemed to be~~ incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the ADS Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by ~~any~~ the Underwriter ~~through the Representatives~~ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information ~~in the first paragraph~~ under the heading “Underwriting~~–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting–~~—Price ~~Stabilization and~~ Stabilization, Short Positions” ~~and the information under the heading “Underwriting–Electronic Distribution,” in each case~~ contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (CK Hutchison Holdings LTD), Underwriting Agreement (Hutchison China MediTech LTD)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, 3 did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter ~~through the Representatives~~ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the ~~second paragraph~~ second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)

Appears in 2 contracts

Samples: Purchase Agreement (Pennsylvania Real Estate Investment Trust), Purchase Agreement (Pennsylvania Real Estate Investment Trust)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first two sentences of the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting–Price ~~Stabilization and~~ Stabilization, Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (MeiraGTx Holdings PLC), Underwriting Agreement (MeiraGTx Holdings PLC)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the~~ its effective time ~~it became effective, the date hereof,~~ or at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure ~~Package~~ Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the ~~first~~ fifth paragraph under the heading “~~Underwriting–Commissions and Discounts~~Underwriting (Conflicts of Interest),” the information in the second ~~paragraph~~ and third paragraphs under the heading “Underwriting–—Price ~~Stabilization and~~ Stabilization, Short Positions,” and the information under the heading “Underwriting–—Electronic Distribution,” in each case contained in ~~the Registration Statement,~~ the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at the time it became effective, the date hereof, the Closing Time or any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Closing Time and each Date of Delivery, if any, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at its issue date, the time of any filing with the Commission pursuant to Rule 424(b), the Closing Time or any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the ~~Representatives~~ Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first ~~paragraph~~ and second paragraphs (including, for the avoidance of doubt, information in bullet points) under the heading “Underwriting~~–Commissions~~ —Stabilization, Short Positions and ~~Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions~~Penalty Bids” and the information under the heading “Underwriting–—Electronic Distribution,” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (TPG RE Finance Trust, Inc.), Underwriting Agreement (TPG RE Finance Trust, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the~~ its effective time ~~it became effective, the date hereof,~~ or at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure ~~Package~~ Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by ~~any~~ the Underwriter ~~through the Representatives~~ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third paragraph under the heading “Underwriting~~–Commissions and Discounts~~,” the information in the second ~~paragraph~~ and third paragraphs under the heading “Underwriting–—Price ~~Stabilization and~~ Stabilization, Short Positions,” and the information under the heading “Underwriting–—Electronic Distribution,” in each case contained in ~~the Registration Statement,~~ the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

Appears in 2 contracts

Samples: Underwriting Agreement (Theravance Inc), Underwriting Agreement (Theravance Inc)

Appears in 2 contracts

Samples: Underwriting Agreement (RAIT Financial Trust), Underwriting Agreement (RAIT Financial Trust)

Appears in 2 contracts

Samples: Underwriting Agreement (Cousins Properties Inc), Cousins Properties Incorporated (Cousins Properties Inc)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date ~~hereof,~~ hereof or at the Closing ~~Time or any Date of Delivery~~Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time and the Closing Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Closing ~~Time or any Date of Delivery~~Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter ~~through the Representatives~~ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first ~~paragraph~~ and second paragraphs under the heading “Underwriting–Commissions and Discounts,” the information in the ~~second~~ first paragraph under the heading “Underwriting–~~Price Stabilization and~~ Short Positions” and the information in the first sentence of the first paragraph under the heading “Underwriting–~~Electronic Distribution,~~Passive Market Making” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (Gci Liberty, Inc.), Underwriting Agreement (LendingTree, Inc.)

Appears in 2 contracts

Samples: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)

Appears in 2 contracts

Samples: Underwriting Agreement (Noranda Aluminum Holding CORP), Underwriting Agreement (Noranda Aluminum Holding CORP)

Appears in 1 contract

Samples: Underwriting Agreement (8x8 Inc /De/)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date ~~hereof,~~ hereof and at the Closing ~~Time or any Date of Delivery~~Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time and the Closing Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing ~~Time or any Date of Delivery~~Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the ~~first~~ fourth sentence of the fifth paragraph relating to selling concessions and the tenth and thirteen paragraphs under the heading “Underwriting–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Inovio Pharmaceuticals, Inc.

Appears in 1 contract

Samples: Underwriting Agreement (Pampa Energy Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at its effective time, at the ~~time it became effective~~Applicable Time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “~~Underwriting–~~Underwriting - Commissions and Discounts~~,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions~~” and the information under the heading “~~Underwriting–Electronic Distribution,~~Underwriting - Price Stabilization, Short Positions and Penalty Bids” ~~in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus~~ (collectively, the “Underwriter Information”)) in each case contained in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Keyw Holding Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Adaptimmune Therapeutics PLC)

Appears in 1 contract

Samples: Purchase Agreement (Tornier N.V.)

Appears in 1 contract

Samples: Underwriting Agreement (Puma Biotechnology, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–— Commissions and Discounts,” the information in the first and second paragraphs under the heading “Underwriting (Conflicts of Interest) —Price Stabilization, Short Positions”, the second paragraph and the first two sentences of the third paragraph under the heading “Underwriting~~–Price Stabilization~~ —Convertible Note Hedge and ~~Short Positions~~Warrant Transactions” and the information under the heading “Underwriting–—Electronic ~~Distribution,~~Offer, Sale and Distribution of Securities” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (PDL Biopharma, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by ~~any~~ the Underwriter ~~through the Representatives~~ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the ~~first~~ sixth paragraph under the heading “Underwriting~~–Commissions~~ ” relating to commissions and ~~Discounts,”~~ discounts, the information in the ~~second~~ twelfth, thirteenth, fourteenth and fifteenth paragraphs under the heading “Underwriting” relating to price stabilization, short positions and penalty bids, and the information in the seventeenth paragraph under the heading “Underwriting~~–Price Stabilization~~ ” relating to electronic offer, sale and ~~Short Positions” and the information under the heading “Underwriting–Electronic Distribution,”~~ distribution of shares in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Allison Transmission Holdings Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Ipg Photonics Corp)

Appears in 1 contract

Samples: Underwriting Agreement (RAIT Financial Trust)

Appears in 1 contract

Samples: Underwriting Agreement (Rexnord Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Mitek Systems Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Dynex Capital Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Retail Opportunity Investments Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Repros Therapeutics Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Sapiens International Corp N V)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, ~~neither~~ none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which 3 they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the ~~information in~~ following: the ~~first~~ sixth paragraph (beginning “The representatives have advised us…”), the statements concerning stabilizing transactions and syndicate covering transactions under the ~~heading~~ caption “Underwriting~~–Commissions~~ —Price Stabilization, Short Positions and ~~Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions~~Penalty Bids” and the ~~information under~~ nineteenth paragraph (beginning “In connection with the ~~heading~~ offering…”) of the “Underwriting~~–Electronic Distribution,~~” ~~in each case contained in the Registration Statement, the General Disclosure Package and~~ section of the Prospectus (collectively, the “Underwriter Information”).. (iii) Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. No filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities. Any Issuer Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the 1933 Act and the 1933 Act Regulations. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Except for the Issuer Free Writing Prospectuses, if any, identified in Schedule B-2 hereto, and electronic road shows, if any, each furnished to the Representatives before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representatives, prepare, use or refer to, any issuer free writing prospectus. (iv)

Appears in 1 contract

Samples: www.sec.gov

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter ~~through the Representatives~~ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the ~~second paragraph~~ second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.)

Appears in 1 contract

Samples: RAIT Financial Trust

Appears in 1 contract

Samples: Underwriting Agreement (Karyopharm Therapeutics Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Franklin Financial Network Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Endologix Inc /De/)

Accurate Disclosure. Neither the Registration ~~Statement~~ Statements nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~their respective effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in ~~the~~ each Registration Statement, the General Disclosure Package and the Prospectus, at the time ~~the~~ such Registration Statement became effective or when such documents ~~incorporated or deemed to be~~ incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in ~~the~~ such Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from ~~the~~ a Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by (i) any Underwriter through the ~~Representatives~~ Representative expressly for use ~~therein~~therein (the “Underwriter Information”) or (ii) the Selling Shareholder Information (as defined below). For purposes of this Agreement, the only information so furnished as “Underwriter Information” shall be understood and agreed to consist of the following information in the ~~first~~ Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the paragraph under the ~~heading~~ caption “Underwriting–—Commissions and Discounts,” and the information contained in the second paragraph under the heading “Underwriting–—Commissions and Discounts”, second, third and fourth paragraphs under the heading “Underwriting—Price ~~Stabilization~~ Stabilization, Short Positions and ~~Short Positions~~Bids” and the information under the heading “Underwriting–—Electronic ~~Distribution,” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information~~Distributions.”).

Appears in 1 contract

Samples: AxoGen, Inc.

Appears in 1 contract

Samples: Underwriting Agreement (Achillion Pharmaceuticals Inc)

Appears in 1 contract

Samples: Purchase Agreement (Pennsylvania Real Estate Investment Trust)

Appears in 1 contract

Samples: Underwriting Agreement (Bojangles', Inc.)

Appears in 1 contract

Samples: Purchase Agreement (Bre Properties Inc /Md/)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing ~~Time~~ Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the ~~first~~ second and third sentences of the fifth paragraph under the heading “~~Underwriting–Commissions~~ Underwriting (Conflicts of Interest)” and ~~Discounts,”~~ the information in the ~~second paragraph~~ eighth, ninth and tenth paragraphs under the heading “~~Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution,~~Underwriting (Conflicts of Interest)” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”). The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Selling Shareholder expressly for use therein; it being understood that only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 6(b) of this Agreement (collectively, the “Selling Shareholder Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Rexnord Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Credit Acceptance Corp)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at the ~~time it~~ times they became effective, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements ~~therein~~ therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure ~~Package~~ Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement ~~thereto)~~ thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the ~~Representatives~~ Representative and the Forward Seller expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information ~~in the first paragraph~~ under the heading “Underwriting–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–—Electronic Distribution,” in ~~each case contained in the Registration Statement, the General Disclosure Package and~~ the Prospectus (~~collectively,~~ the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (STAG Industrial, Inc.)

Appears in 1 contract

Samples: Purchase Agreement (Keyw Holding Corp)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at the ~~time it~~ times they became effective, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements ~~therein~~ therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure ~~Package~~ Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement ~~thereto)~~ thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the ~~Representatives~~ Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information ~~in the first paragraph~~ under the heading “Underwriting–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–—Electronic Distribution,” in ~~each case contained in the Registration Statement, the General Disclosure Package and~~ the Prospectus (~~collectively,~~ the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (STAG Industrial, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, ~~neither~~ none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ~~the Representatives~~ Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the ~~second paragraph~~ second, third and fourth paragraphs under the heading “Underwriting–Price ~~Stabilization~~ Stabilization, Short Positions and ~~Short Positions~~Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (E2open Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Tandem Diabetes Care Inc)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from ~~the~~ a Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use ~~therein~~therein (the “Underwriter Information”) . For purposes of this Agreement, the only information so furnished as “Underwriter Information” shall be understood and agreed to consist of the following information in the ~~first~~ Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the paragraph under the ~~heading~~ caption “Underwriting–—Commissions and Discounts,” and the information contained in the second paragraph under the heading “Underwriting–—Commissions and Discounts”, second, third and fourth paragraphs under the heading “Underwriting—Price ~~Stabilization~~ Stabilization, Short Positions and ~~Short Positions~~Bids” and the information under the heading “Underwriting–—Electronic ~~Distribution,” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information~~Distributions.”).

Appears in 1 contract

Samples: Underwriting Agreement (AxoGen, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ~~the Representatives~~ X.X. Xxxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “~~Underwriting–~~Underwriting- Commissions and Discounts,” the information in the ~~second paragraph~~ second, third, fourth and fifth paragraphs under the heading “Underwriting–-Price ~~Stabilization and~~ Stabilization, Short Positions” and the information under the heading “Underwriting–-Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (BrightSpire Capital, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made (i) in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ~~the Representatives~~ BofA expressly for use therein~~. For~~ , it being understood that for purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the ~~second paragraph~~ first, second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in ~~the Registration Statement,~~ the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”); or (ii) in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use therein, it being understood that for purposes of this Agreement the only information so furnished shall be the name and address of, and the number of shares beneficially owned and offered by, the Selling Stockholder and the other information (excluding percentages) with respect to such Selling Stockholder that appear in the table (and corresponding footnote) under the heading “Principal and Selling Stockholders” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Selling Stockholder Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Shutterstock, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the~~ its effective time ~~it became effective, the date hereof,~~ or at the Closing ~~Time or any Date of Delivery~~Time, ~~contained, contains~~ contained or will contain an untrue statement of a material fact or ~~omitted, omits~~ omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, ~~included, includes or will include~~ included an untrue statement of a material fact or ~~omitted, omits or will omit~~ omitted 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ~~or any Date of Delivery, included, includes or~~ will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do not and will~~ not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by ~~any Underwriter through~~ the ~~Representatives~~ Placement Agent expressly for use therein~~. For purposes~~ , which the parties agree shall consist solely of ~~this Agreement~~the sixth, ~~the only information so furnished shall be the information~~ eleventh, and thirteenth paragraphs in the ~~first paragraph~~ Prospectus under the heading “~~Underwriting–Commissions and Discounts,~~Plan of Distribution” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “~~Underwriter~~ Placement Agent Information”).

Appears in 1 contract

Samples: Placement Agency Agreement (Synthetic Biologics, Inc.)

Appears in 1 contract

Samples: Moonlake Immunotherapeutics (MoonLake Immunotherapeutics)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, ~~neither~~ none of (A) the General Disclosure Package ~~nor~~ and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure ~~Package,~~ Package included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements ~~therein~~ therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the ~~first paragraph~~ fifth, ninth, tenth and eleventh paragraphs under the ~~heading~~ caption “Underwriting–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic DistributionUnderwriting (Conflict of Interest),” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Livent Corp.)

Accurate Disclosure. Neither the Registration ~~Statement~~ Statements nor any ~~post-effective amendment~~ amendments thereto, at ~~the time it became effective~~their effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing ~~Time~~ Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration ~~Statement~~Statements, the General Disclosure Package and the Prospectus, at the time the Registration ~~Statement~~ Statements became effective or when such documents ~~incorporated or deemed to be~~ incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration ~~Statement~~Statements, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration ~~Statement~~ Statements (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by ~~any~~ the Underwriter ~~through the Representatives~~ expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the ~~second paragraph~~ second, third and fourth paragraphs under the heading “Underwriting–Price ~~Stabilization and~~ Stabilization, Short Positions” and the information under the heading “Underwriting–Electronic ~~Distribution,~~Offer, Sale and Distribution of Shares” in ~~each case contained in the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Emeritus Corp\wa\)

Appears in 1 contract

Samples: Purchase Agreement (TreeHouse Foods, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ~~the Representatives~~ BofA expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second ~~paragraph~~ and third paragraphs under the heading “Underwriting–Price ~~Stabilization~~ Stabilization, Short Positions and ~~Short Positions~~Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Bowman Consulting Group Ltd.)

Appears in 1 contract

Samples: Underwriting Agreement (Molina Healthcare Inc)

Appears in 1 contract

Samples: Agreement (Sapiens International Corp N V)

Appears in 1 contract

Samples: Purchase Agreement (Pennsylvania Real Estate Investment Trust)

Appears in 1 contract

Samples: Underwriting Agreement (Achillion Pharmaceuticals Inc)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter ~~through the Representatives~~ or by any Selling Stockholder expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the information in the first paragraph under the heading “Underwriting~~–Commissions~~ —Discounts and ~~Discounts~~Commissions,” the information in the ~~second paragraph~~ second, third and fourth paragraphs under the heading “Underwriting–—Price Stabilization and Short Positions” and the information under the heading “Underwriting–—Electronic Distribution,” in each case contained in the ~~Registration Statement,~~ most recent preliminary prospectus that is distributed to investors prior to the ~~General Disclosure Package~~ Applicable Time and in the Prospectus (collectively, the “Underwriter Information”)) and (ii) the Selling Stockholder Information as defined below.

Appears in 1 contract

Samples: Underwriting Agreement (Intapp, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Prothena Corp PLC)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing ~~Time or any Date of Delivery~~Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time and the Closing Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing ~~Time or any Date of Delivery~~Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the ~~second paragraph~~ second, third and fourth paragraphs under the heading “Underwriting–Price ~~Stabilization and~~ Stabilization, Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Fate Therapeutics Inc)

Appears in 1 contract

Samples: Underwriting Agreement (DST Systems Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Achillion Pharmaceuticals Inc)

Appears in 1 contract

Samples: Underwriting Agreement (RAIT Financial Trust)

Appears in 1 contract

Samples: Underwriting Agreement (Puma Biotechnology, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Meru Networks Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Black Diamond, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the ~~information in~~ names of the Underwriters on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price ~~Stabilization and~~ Stabilization, Short Positions~~” and the information under the heading “Underwriting–Electronic Distribution~~,” in each ~~case~~ case, contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Triton International LTD)

Appears in 1 contract

Samples: Purchase Agreement (TreeHouse Foods, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Dynex Capital Inc)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ~~the Representatives~~ Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first and second paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” in the Prospectus, the second paragraph and the first two sentences of the third paragraph under the heading “Underwriting–~~Price Stabilization and Short Positions~~Capped Call Transactions” in the Prospectus and the information under the heading “Underwriting–Electronic ~~Distribution,~~Offer, Sale and Distribution of Shares” in ~~each case contained in the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Salix Pharmaceuticals LTD)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at the ~~time it~~ times they became effective, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements ~~therein~~ therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure ~~Package~~ Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement ~~thereto)~~ thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the ~~Representatives~~ Representative, the Forward Purchaser or the Forward Seller expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph ~~under~~ and in the ~~heading “Underwriting–Commissions and Discounts,” the information in~~ last sentence of the second paragraph under the heading “Underwriting~~–Price Stabilization and~~ —Short Positions” ~~and the information under the heading “Underwriting–Electronic Distribution,”~~ in ~~each case contained in the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (STAG Industrial, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Entellus Medical Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Emeritus Corp\wa\)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the ~~Representatives~~ Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” the information in the first and second paragraphs under the heading “Underwriting—Price Stabilization, Short Positions”, the second paragraph and the first two sentences of the third paragraph under the heading “Underwriting~~–Price Stabilization~~ —Hedge and ~~Short Positions~~Warrant Transactions” and the information under the heading “Underwriting–—Electronic ~~Distribution,~~Offer, Sale and Distribution of Securities” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (PDL Biopharma, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the fifth paragraph under the heading “Underwriting,” the first paragraph under the heading “Underwriting–—Commissions and Discounts,” the information in the second, third, fourth and last sentence of the fifth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information in the first and second paragraph under the heading “Underwriting~~–Price Stabilization and Short Positions” and the information under the heading “Underwriting–~~—Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Millicom International Cellular Sa)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” the information in the ~~second paragraph~~ second, third and fourth paragraphs under the heading “Underwriting–—Price ~~Stabilization~~ Stabilization, Short Positions and ~~Short Positions~~Penalty Bids” and the information under the heading “Underwriting–—Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Ii-Vi Inc

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the ~~Representatives~~ Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “~~Underwriting–~~Underwriting- Commissions and Discounts,” the information in the first and second paragraphs under the heading “Underwriting -Price Stabilization, Short Positions”, the last two sentences of the third paragraph and the first sentence of the fourth paragraph under the heading “Underwriting~~–Price Stabilization and Short Positions~~-Capped Call Transactions” and the information under the heading “~~Underwriting–~~Underwriting- Electronic ~~Distribution,~~Offer, Sale and Distribution of Securities” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (PDL Biopharma, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, ~~neither~~ none of (A) the General Disclosure Package ~~nor~~ and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the ~~second paragraph~~ second, third and fourth paragraphs under the heading “Underwriting–Price ~~Stabilization~~ Stabilization, Short Positions and ~~Short Positions~~Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Gossamer Bio, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” the information in the second ~~paragraph~~ and third paragraphs under the heading “Underwriting–—Price ~~Stabilization and~~ Stabilization, Short Positions” and the information under the heading “Underwriting–—Electronic Distribution,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Central Garden & Pet Co)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable ~~Time~~Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement ~~thereto (including any prospectus wrapper)~~thereto, at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” the information in the ~~second paragraph~~ second, third and fourth paragraphs under the heading “Underwriting–—Price Stabilization and Short Positions” and the information under the heading “Underwriting–—Electronic ~~Distribution~~Prospectus,” in each case contained in ~~the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Ii-Vi Inc)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at the ~~time it~~ times they became effective, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements ~~therein~~ therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure ~~Package~~ Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement ~~thereto)~~ thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “~~Underwriting–Commissions~~ Underwriting (Conflicts of Interest)—Commissions and Discounts,” and the information in the second paragraph and in the last sentence of the third paragraph under the heading “~~Underwriting–Price~~ Underwriting (Conflicts of Interest)—Price Stabilization and Short Positions” ~~and the information under the heading “Underwriting–Electronic Distribution,”~~ in ~~each case contained in the Registration Statement, the General Disclosure Package and~~ the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (STAG Industrial, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Renewable Energy Group, Inc.)

Accurate Disclosure. Neither the Registration Statement nor any ~~post-effective~~ amendment thereto, at ~~the time it became effective~~its effective time, ~~the date hereof,~~ at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, ~~neither~~ none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated ~~or deemed to be incorporated~~ by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did ~~not, do~~ not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this ~~Section 1(a)(ii)~~ subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto~~) or~~ ), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the ~~information in~~ following: the ~~first~~ sixth paragraph (beginning “The representatives have advised us…”), the statements concerning stabilizing transactions and syndicate covering transactions under the ~~heading~~ caption “Underwriting~~–Commissions~~ —Price Stabilization, Short Positions and ~~Discounts,” the information in the second paragraph under the heading “Underwriting–Price Stabilization and Short Positions~~Penalty Bids” and the ~~information under~~ nineteenth paragraph (beginning “In connection with the ~~heading~~ offering…”) of the “Underwriting~~–Electronic Distribution,~~” ~~in each case contained in the Registration Statement, the General Disclosure Package and~~ section of the Prospectus (collectively, the “Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Neogenomics Inc)

Appears in 1 contract

Samples: Underwriting Agreement (OneMain Holdings, Inc.)

Appears in 1 contract

Samples: Purchase Agreement (Greenbrier Companies Inc)

Common use of Accurate Disclosure Clause in Contracts