Common use of 10b-5 Representation Clause in Contracts

10b-5 Representation. Subject to the last sentence of this Section 2.3.1., (i) the Registration Statement and any further amendment thereto do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto, 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 not misleading, (ii) the Prospectus and any further amendment or supplement thereto do not and will not, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, 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 light of the circumstances under which they were made, not misleading, and (iii) 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 light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto (it being understood and agreed that the only such information is that described as such in Section 5.4 hereof).

10b-5 Representation. Subject The Registration Statement, at the time it became effective and at all times subsequent thereto up to the last sentence of this Section 2.3.1.Closing Date and through the Option Closing Date, (i) the Registration Statement and did not contain any further amendment thereto do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto, 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 not misleading, (ii) the Prospectus and any further amendment or supplement thereto do not and will not, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, 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 light of the circumstances under which they were made, not misleading, and (iii) each . Neither the Sale Preliminary Prospectus, at the time Time of filing thereofSale, did not nor the Prospectus (including any amendment thereof or supplement thereto), as of its date and on the Closing Date and any Option Closing Date, contained or will contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation representations and warranty warranties made in this Section 2.3.1 does 2.3.2 do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto (thereto, it being understood and agreed that the only such information is that furnished by the Representative consists of the information described as such in Section 5.4 5.2 hereof).