Additional Written Offering Communications Sample Clauses

Additional Written Offering Communications. Except for the Additional Written Offering Communications, if any, identified in Schedule II hereto, including electronic road shows, if any, furnished to you before first use, the Company and the Guarantors have not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any Additional Written Offering Communication.
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Additional Written Offering Communications. Except for any written communication (as defined in Rule 405 under the 1933 Act) that constituted an offer to sell or a solicitation of an offer to buy the Securities other than the Registration Statement, any preliminary prospectus or the Prospectus, including any advertising, sales literature or other promotional material (including “wrappers,” “broker kits,” “road show slides,” “road show scripts” and “electronic road show presentations”), whether in printed or electronic form (“Additional Written Offering Communication”), if any, identified in Schedule B hereto, including electronic “road shows” as defined in Rule 433(h) under the 1933 Act (a “road show”), furnished to the Underwriter before first use, the Fund has not prepared, used or referred to any Additional Written Offering Communication. All Additional Written Offering Communications complied and will comply in all material respects with the applicable requirements of the 1940 Act.
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Additional Written Offering Communications. The Company (including its agents and representatives, other than the Initial Purchasers and the Capital Markets Advisor in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii), (iii) and (iv) below) an “Additional Written Offering Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Pricing Disclosure Package, (iii) the Offering Memorandum, and (iv) any electronic road show or other written communications, in each case approved in writing in advance by the Representatives. Each such Additional Written Offering Communication, if any, when taken together with the Pricing Disclosure Package, at the Applicable Time, did not, and at the Closing Date will not, contain any untrue statement of a material fact or 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; provided that the Company makes no representation or warranty with respect to any statement or omission contained in any Additional Written Offering Communication made in reliance upon and in conformity with information relating to any Initial Purchaser or the Capital Markets Advisor furnished to the Company in writing by such Initial Purchaser through the Representatives or the Capital Markets Advisor expressly for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser and the Capital Markets Advisor consists of the information described as such in Section 8(b) hereof.
Sample 1
Additional Written Offering Communications. The Company represents and agrees that, without the prior consent of the Representatives and the Capital Markets Advisor (i) it will not distribute any offering material other than the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, and (ii) it has not made and will not make any offer relating to the Securities, and which the parties agree, for the purposes of this Agreement, includes 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.
Sample 1

Related to Additional Written Offering Communications

  • Additional Written Communications The Company (including its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any electronic road show or other written communications, in each case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or 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; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any Issuer Written Communication.

  • Free Writing Communications (a) The Company represents and agrees that, unless it obtains the prior consent of the Representative, and each Purchaser represents and agrees that, unless it obtains the prior consent of the Company and Representative, it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Communication.

  • Public Communications Prior to the Closing Date, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or the earnings, business, operations or prospects of any of them, or the offering of the Securities, without the prior written consent of the Placement Agent, unless in the reasonable judgment of the Company and its counsel, and after notification to the Placement Agent, such press release or communication is required by law, in which case the Company shall use its reasonable best efforts to allow the Placement Agent reasonable time to comment on such release or other communication in advance of such issuance.

  • Retention of Written Communications The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

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