Common use of Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials Clause in Contracts

Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchasers. Neither the consent of the Initial Purchasers, nor the Initial Purchasers’ delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing Supplement, in form and substance satisfactory to the Representative, and shall furnish prior to the Applicable Time to each Initial Purchaser, without charge, as many copies of the Pricing Supplement as such Initial Purchaser may reasonably request. The Company represents and agrees that, unless it obtains the prior consent of the Representative, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials.

Appears in 3 contracts

Samples: Purchase Agreement (Aar Corp), Purchase Agreement (Aar Corp), Purchase Agreement (Aar Corp)

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Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchasers. Neither the consent of the Initial Purchasers, nor the Initial Purchasers’ Purchaser's delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing Supplement, in form and substance satisfactory to the RepresentativeRepresentatives, and shall furnish prior to the Applicable Time to each Initial Purchaser, without charge, as many copies of the Pricing Supplement as such Initial Purchaser may reasonably request. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativeRepresentatives, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials.

Appears in 2 contracts

Samples: Purchase Agreement (Norfolk Southern Corp), Purchase Agreement (Norfolk Southern Corp)

Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Issuer and the Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchasers. Neither the consent of the Initial Purchasers, nor the Initial Purchasers’ Purchaser’s delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Issuer and the Company will prepare the Pricing Supplement, in form and substance satisfactory to the RepresentativeRepresentatives, and shall furnish as soon as practicable prior to the Applicable Time to each Initial Purchaser, without charge, as many copies of the Pricing Supplement as such Initial Purchaser may reasonably request. The Issuer and the Company represents and agrees that, unless it obtains the prior consent of the RepresentativeRepresentatives, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials.

Appears in 1 contract

Samples: Purchase Agreement (Universal Hospital Services Inc)

Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial PurchasersRepresentatives, which consent shall not be unreasonably withheld. Neither the consent of the Initial Purchasers, Representatives nor the Initial Purchasers’ delivery of any such amendment or supplement, supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing Supplement, in form and substance satisfactory to the RepresentativeRepresentatives, and shall furnish as soon as practicable after the execution of this Agreement and prior to the Applicable Time to each Initial Purchaser, without charge, as many copies of the Pricing Supplement as such Initial Purchaser may reasonably request. The Company Each Issuer represents and agrees that, unless it obtains the prior consent of the RepresentativeRepresentatives, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials.

Appears in 1 contract

Samples: Purchase Agreement (NPC International Inc)

Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Company will advise each the Initial Purchaser Purchasers promptly of any proposal to amend or supplement the Offering Memorandum and will not effect any such amendment or supplement without the consent of the Initial Purchasers, which consent shall not be unreasonably withheld. Neither the consent of the Initial Purchasers, nor the Initial Purchasers’ delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing Supplement, in form and substance satisfactory to the RepresentativeInitial Purchasers, and shall furnish prior to the Applicable Time to each the Initial PurchaserPurchasers, without charge, as many copies of the Pricing Supplement as such Initial Purchaser may reasonably request. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativeInitial Purchasers, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials.

Appears in 1 contract

Samples: Purchase Agreement (Iconix Brand Group, Inc.)

Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchasers. Neither the consent of the Initial Purchasers, nor the Initial Purchasers’ Purchaser’s delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing Supplement, in form and substance satisfactory to the RepresentativeRepresentatives, and shall furnish prior to the Applicable Time as soon as practicable to each Initial Purchaser, without charge, as many copies of the Pricing Supplement as such Initial Purchaser may reasonably request. The Company represents and agrees that, unless it obtains the prior consent of the Representative, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials.reasonably

Appears in 1 contract

Samples: Purchase Agreement (Archer Daniels Midland Co)

Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchasers. Neither the consent of the Initial Purchasers, nor the Initial Purchasers’ delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing Supplement, in form and substance satisfactory to the RepresentativeRepresentatives, and shall furnish prior to the Applicable Time to each Initial Purchaser, without charge, as many copies of the Pricing Supplement as such Initial Purchaser may reasonably request. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativeRepresentatives, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials.

Appears in 1 contract

Samples: Purchase Agreement (Aar Corp)

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Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Company will advise each the Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial PurchasersPurchaser which consent may not be unreasonably withheld. Neither the consent of the Initial PurchasersPurchaser, nor the Initial Purchasers’ Purchaser’s delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing Supplement, reflecting the pricing terms of the Securities as set forth on Schedule A in form and substance satisfactory to the RepresentativeInitial Purchaser, and shall furnish prior to the Applicable Time to each the Initial Purchaser, without charge, as many copies of the Pricing Supplement as such the Initial Purchaser may reasonably request. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativeInitial Purchaser, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials.

Appears in 1 contract

Samples: Purchase Agreement (General Cable Corp /De/)

Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Company will advise each the Initial Purchaser Purchasers promptly of any proposal to amend or supplement the Offering Memorandum or any Supplemental Offering Materials and will not effect any such amendment or supplement without the consent of the Initial PurchasersRepresentatives, which consent shall not be unreasonably withheld. Neither the consent of the Initial PurchasersRepresentatives, nor the Initial Purchasers’ delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing Supplement, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, and shall furnish prior to the Applicable Time to each the Initial PurchaserPurchasers, without charge, as many copies of the Pricing Supplement as such the Initial Purchaser Purchasers may reasonably request. The Company represents and agrees thatthat it has not made and, unless it obtains the prior consent of the RepresentativeRepresentatives, it has not made and will not make make, any offer relating to the Securities by means of any Supplemental Offering Materials.

Appears in 1 contract

Samples: Purchase Agreement (Iconix Brand Group, Inc.)

Amendment and Supplements to the Offering Memorandum; Preparation of Pricing Supplement; Supplemental Offering Materials. The Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchasers; provided, however, that the requirements of this paragraph (c) shall not apply with respect to the filing of documents under the 1934 Act after the completion of the sale of Securities by the Initial Purchasers. Neither the consent of the Initial Purchasers, nor the Initial Purchasers’ Purchaser’s delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company will prepare the Pricing Supplement, in form and substance satisfactory to the Representative, and shall furnish prior to the Applicable Time to each Initial Purchaser, without charge, as many copies of the Pricing Supplement as such Initial Purchaser may reasonably request. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativeRepresentatives, it has not made and will not make any offer relating to the Securities by means of any Supplemental Offering Materials.

Appears in 1 contract

Samples: Purchase Agreement (Mylan Inc.)

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