Common use of Authorized Sales Materials Clause in Contracts

Authorized Sales Materials. The Dealer Manager shall, and shall request each Participating Broker-Dealer to, use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials. All Authorized Sales Materials that are prepared by the Dealer Manager (a) will be delivered to the Company prior to first use for the Company’s approval, such approval not to be unreasonably withheld or delayed, and (b) when taken together with the Prospectus, will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith, not misleading. Prior to first use, the Dealer Manager will file and obtain clearance of the Authorized Sales Materials to the extent required by applicable FINRA rules. The Dealer Manager represents and warrants to the Company that it will not use (i) any sales literature prepared by the Dealer Manager and not approved by the Company, (ii) any sales literature prepared by the Company and not approved by the Dealer Manager or (iii) any “broker-dealer use only” materials with members of the public in connection with offers or sales of the Offered Shares.

Authorized Sales Materials. The Dealer Manager shall, and shall request each Participating Broker-Dealer to, use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials. All Authorized Sales Materials that are prepared by the Dealer Manager (a) will be delivered to the Company prior to first use for the Company’s approval, such approval not to be unreasonably withheld or delayed, and (b) when taken together with the Prospectus, will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith, not misleading. Prior to first use, the Dealer Manager will file and obtain clearance of the Authorized Sales Materials to the extent required by applicable FINRA rules. The Dealer Manager represents and warrants to the Company that it will not use (i) any sales literature prepared by the Dealer Manager and not approved by the Company, (ii) any sales literature prepared by the Company and not approved by the Dealer Manager or (iii) any “broker-dealer use only” materials with members of the public in connection with offers or sales of the Offered Shares.