Common use of Accuracy of Registration Statement Clause in Contracts

Accuracy of Registration Statement. You shall not have advised the Company that the Registration Statement, Prospectus or the Private Placement Memorandum, or any amendment or any supplement thereto, in the reasonable opinion of you or your counsel, contains any untrue statement of fact which is material, or omits to state a fact which is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Accuracy of Registration Statement. You The Representative shall not have advised disclosed in writing to the Company that the Registration Statement, Prospectus Statement or the Private Placement Memorandum, Prospectus or any amendment thereof or any supplement theretothereto contains an untrue statement of a fact which, in the reasonable opinion of you or your counselcounsel to the Representative, contains any untrue statement of fact which is material, or omits to state a fact which which, in the opinion of such counsel, is material and is required to be stated therein therein, or is necessary to make the statements therein not misleading.

Accuracy of Registration Statement. You The Representative shall not have advised the Company that the Registration Statement, Statement or the Effective Prospectus or the Private Placement Memorandum, Final Prospectus or any amendment thereof or any supplement theretothereto contains an untrue statement of a fact which, in the reasonable opinion of you or your counselcounsel to the Representative, contains any untrue statement of fact which is material, or omits to state a fact which which, in the opinion of such counsel, is material and is required to be stated therein therein, or is necessary to make the statements therein not misleading.

Accuracy of Registration Statement. You The Representative shall not have advised disclosed in writing to the Company that the Registration Statement, Prospectus Statement or the Private Placement Memorandum, Prospectus or any amendment thereof or any supplement theretothereto contains an untrue statement of a fact which, in the reasonable opinion of you or your counselcounsel to the Representative, contains any untrue statement of fact which is material, material or omits to state a fact which which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading.

Accuracy of Registration Statement. You The Representative shall not have advised disclosed in writing to the Company that the Registration Statement, Prospectus Statement or the Private Placement Memorandum, Prospectus or any amendment thereof or any supplement theretothereto contains an untrue statement of a fact which, in the reasonable opinion of you or your counselcounsel to the Representative, contains any untrue statement of fact which is material, material or omits to state a fact which which, in the opinion of such counsel, is material and is required to be stated therein therein, or is necessary to make the statements therein not misleading.

Accuracy of Registration Statement. You The Representative shall not have advised disclosed in writing to the Company that the Registration Statement, Prospectus Statement or the Private Placement Memorandum, Prospectus or any amendment thereof or any supplement theretothereto contains an untrue statement of a fact which, in the reasonable opinion of you or your counsel, contains any untrue statement of fact which legal counsel for the Representative is material, or omits to state a fact which which, in the opinion of such legal counsel, is material and is required to be stated therein therein, or is necessary to make the statements therein not misleading.

Accuracy of Registration Statement. You shall not have advised the Company that the Registration Statement, Prospectus Statement or the Private Placement MemorandumProspectus, or any amendment or any supplement thereto, in the reasonable opinion of you or your counsel, contains any untrue statement of fact which is material, or omits to state a fact which is material and is required to be stated therein or is necessary to make the statements therein not misleading.untrue