Additional Disclosure Items. The Company represents and agrees that, without the prior consent of the Manager, (i) it will not distribute any offering material other than the Registration Statement, the Prospectus and the Additional Disclosure Items, and (ii) it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act and which the parties agree, for the purposes of this Agreement, includes (x) any “advertisement” as defined in Rule 482 under the 1933 Act; and (y) any sales literature, materials or information provided to investors by, or with the approval of, the Company in connection with the offering of the Shares (the materials and information referred to in this Section 2(ii)(ii) are herein referred to as an “Additional Disclosure Item”). Any certificate signed by any officer of the Company and delivered to the Manager or counsel for the Manager in connection with the offering of the Shares shall be deemed a representation and warranty by the Company, as to matters covered therein, to the Manager.
Additional Disclosure Items. The Company represents and agrees that, without the prior consent of the Representative, (i) it will not distribute any offering material other than the Registration Statement, the Prospectus, the Disclosure Package and the Additional Disclosure Items, and (ii) it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act and which the parties agree, for the purposes of this Agreement, includes (x) any “advertisement” as defined in Rule 482 under the 1933 Act; and (y) any sales literature, materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering of the Securities, including any in-person road show or investor presentations (including slides and scripts relating thereto) made to investors by or on behalf of the Company (each of the materials and information referred to in this Section 3(f) are herein referred to as an “Additional Disclosure Item”); any Additional Disclosure Item the use of which has been consented to by the Representative is listed on Schedule B hereto.
Additional Disclosure Items. Each Additional Disclosure Item, issued at or prior to the Applicable Time, does not and will not conflict with the information contained in the Registration Statement, the General Disclosure Package or the Prospectus and each such Additional Disclosure Item, as supplemented by and taken together with the General Disclosure Package as of the Applicable Time did not and will not include any 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, except that this representation and warranty does not apply to statements in or omissions from any Additional Disclosure Item made in reliance upon and in conformity with written information relating to the Underwriter furnished to the Fund or the Adviser by or on behalf of the Underwriter through you expressly for use therein. All Additional Disclosure Items in all material respects complied and will comply with (i) the applicable requirements of the 1933 Act, the 1940 Act and the Rules and Regulations, including without limitation all applicable filing (where required), legending and record keeping requirements, and (ii) the rules and interpretations of FINRA. Without the prior consent of the Representative, other than as set forth in Schedule D hereto, the Fund has not made and will not make any offer relating to the Shares that would constitute an Additional Disclosure Item.
Additional Disclosure Items. All Additional Disclosure Items (as defined in Section 6(m) hereof) complied and will comply in all material respects with (i) the applicable requirements of the 1933 Act and the 1940 Act and (ii) the rules and interpretations of FINRA (except that this representation and warranty does not include statements in or omissions from the Additional Disclosure Items made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by or on behalf of an Underwriter expressly for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriters consists of the information described in Section 9(e) below).
Additional Disclosure Items. The Company represents and agrees that, without the prior consent of the Representative, (i) it will not distribute any offering material other than the Registration Statement, the Prospectus, the Disclosure Package and the Additional Disclosure Items, and (ii) other than as set forth in Schedule B hereto, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act and which the parties agree, for the purposes of this Agreement, includes (x) any “advertisement” as defined in Rule 482 under the 1933 Act; and (y) any sales literature, materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any in-person road show or investor presentations (including slides and scripts relating thereto) made to investors by or on behalf of the Company (the materials and information referred to in this Section 3(f), other than the Registration Statement, the Prospectus and the Disclosure Package, are herein referred to as an “Additional Disclosure Item”); any Additional Disclosure Item the use of which has been consented to by the Representative is listed on Schedule B hereto.
Additional Disclosure Items. The Company represents and agrees that, without the prior consent of the Agent, (i) it will not distribute any offering material other than the Registration Statement, the Prospectus and any Additional Disclosure Items and (ii) it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act as applied pursuant to the SBCAA or otherwise and which the parties agree, for the purposes of this Agreement, includes (x) any “advertisement” as defined in Rule 482 under the 1933 Act and treated by the Company as subject to Rule 482 under the 1933 Act (a “Rule 482 Additional Disclosure Item”) and (y) any sales literature, materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares that is not a Rule 482 Additional Disclosure Item, including any road show or investor presentations (including slides and scripts relating thereto) made to investors by or on behalf of the Company (the materials and information referred to in this Section 2(w) are herein referred to as “Additional Disclosure Items”); any Additional Disclosure Item the use of which has been consented to by the Representatives is listed on Schedule II hereto. All Additional Disclosure Items complied and will comply in all material respects with (i) the applicable requirements of the 1933 Act and the 1940 Act, including without limitation all applicable filing (where required), legending and record keeping requirements, and (ii) the rules and interpretations of FINRA.
Additional Disclosure Items. The Company represents and agrees that, without the prior consent of, or on behalf of, the Manager (which consent may be by electronic mail or other form of written communication), (i) it will not distribute any offering material other than the Registration Statement, the Prospectus and the Additional Disclosure Items (as defined below), and (ii) it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act and which the parties agree, for the purposes of this Agreement, includes (x) any “advertisement” as defined in Rule 482 under the 1933 Act, and (y) any sales literature, materials or information provided to investors by, or with the approval of, the Company in connection with the offering of the Shares (the materials and information referred to in this Section 2(mm) are herein referred to as an “Additional Disclosure Item”). Any Additional Disclosure Item, the use of which has been consented to by the Manager, is listed on Schedule C hereto, which Schedule C shall be deemed to incorporate by reference any material or other information referenced in clauses (i) and (ii) of this paragraph, the use of which is subsequently consented to by, or on behalf of, the Manager (which consent may be by electronic mail or other form of written communication), as of the date the Company receives such consent. The Company represents and warrants that the Additional Disclosure Items do not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Additional Disclosure Items. All Additional Disclosure Items complied and will comply in all material respects with (i) the applicable requirements of the 1933 Act and the 1940 Act, and (ii) the rules and interpretations of FINRA.
Additional Disclosure Items. Schedule 4.27 to the Bancorp --------------------------- ------------- Disclosure Schedule contains the following information or copies of the following documents, if and to the extent any of the following are not specifically included in other Schedules to the Bancorp Disclosure Schedule or the Bancorp SEC Reports:
(a) A list and description of each outstanding letter of credit and each commitment to issue or confirm a letter of credit in excess of $25,000 to which Bancorp or any Bancorp Subsidiary is a party and/or under which it may (contingently or otherwise) have any Liability.
(b) Complete and correct copies of the certificate of incorporation, charter and bylaws of Bancorp and each Bancorp Subsidiary.
(c) A list and description of all powers of attorney granted by Bancorp or any Bancorp Subsidiary that are currently in force.
(d) All judgments, orders, injunctions, court decrees or settlement agreements arising out of or relating to the labor and employment practices or decisions of Bancorp or each Bancorp Subsidiary which, by their terms, continue to bind or affect Bancorp, any Bancorp Subsidiary or any of its assets.
(e) All orders, decrees, memoranda, agreements or understandings with any Applicable Governmental Authority that are binding upon or affecting the current operations of Bancorp or any Bancorp Subsidiary (but that are not affecting only specific deposit accounts or Loans of certain customers of Target Bank) or any of their directors or officers in their capacities as such.
(f) All trademarks, trade names, service marks, patents, or copyrights, whether registered or the subject of an application for registration, which are owned by Bancorp or any Bancorp Subsidiary or licensed from a third party (excluding computer software programs, source codes and related materials) (collectively, the "Intellectual Property").
(g) All contracts, agreements or commitments, or amendments thereto, to which Bancorp and any Bancorp Subsidiary is a party that:
(i) affect ownership, title to or the use of any Bancorp Properties;
(ii) relate to employment, severance or consulting arrangements, or legal, tax or any similar professional service arrangements, with any Person;
(iii) provide for the payment of commissions to or the sharing of profits with any Person;
(iv) require the consent or approval of, or notice to, any Person as a result of or in connection with the Merger or any merger of Target Bank with and into the Bank;
(v) involve data processing or m...
Additional Disclosure Items. The adjacent property is a protected habitat for a mouse.
