Common use of No Free Writing Prospectuses Clause in Contracts

No Free Writing Prospectuses. Such Selling Stockholder represents that it has not prepared or had prepared on its behalf or used or referred to, any Free Writing Prospectus, and represents that it has not distributed any written materials in connection with the offer or sale of the Securities that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed with the Commission or retained under Rule 433 of the Securities Act. Any certificate signed by or on behalf of any Selling Stockholder and delivered to the Underwriter or to counsel for the Underwriter shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriter as to the matters covered thereby. Such Selling Stockholder acknowledges that the Underwriter and, for purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriter, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

No Free Writing Prospectuses. Such Selling Stockholder represents that it has not prepared or had prepared on its behalf or used or referred to, any Free Writing Prospectus, and represents that it has not distributed any written materials in connection with the offer or sale of the Securities Shares that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) Free Writing Prospectus required to be filed with the Commission or retained under Rule 433 of the Securities Act. Any certificate signed by or on behalf of any Selling Stockholder (including any certificate signed by an Attorney-in-Fact pursuant to the Power of Attorney) and delivered to the Underwriter Representative or to counsel for the Underwriter Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to the each Underwriter as to the matters covered thereby. Such Selling Stockholder acknowledges that the Underwriter Underwriters and, for purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the UnderwriterUnderwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

No Free Writing Prospectuses. Such Selling Stockholder represents that that, unless it obtained the prior written consent of the Underwriter, it has not prepared or had prepared on its behalf or used or referred to, any Free Writing Prospectus, and represents that it has not distributed any written materials in connection with the offer or sale of the Securities Shares that would could otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed with the Commission or retained under Rule 433 of the Securities Act. Any certificate signed by or on behalf of any Selling Stockholder and delivered to the Underwriter or to counsel for the Underwriter shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriter as to the matters covered thereby. Such Selling Stockholder acknowledges that the Underwriter and, for purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriter, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

No Free Writing Prospectuses. Such Selling Stockholder represents that it has not prepared or had prepared on its behalf or used or referred to, any Free Writing Prospectus, and represents that it has not distributed any written materials in connection with the offer or sale of the Securities that would could otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed with the Commission or retained under Rule 433 of the Securities Act. Any certificate signed by or on behalf of any Selling Stockholder and delivered to the Underwriter Representatives or to counsel for the Underwriter Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to the each Underwriter as to the matters covered thereby. Such Selling Stockholder acknowledges that the Underwriter Underwriters and, for purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the UnderwriterUnderwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.