Covenant of the Underwriter. The Underwriter represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.
Appears in 3 contracts
Samples: Underwriting Agreement (Sterling Bancorp, Inc.), Underwriting Agreement (Esquire Financial Holdings, Inc.), Underwriting Agreement (Esquire Financial Holdings, Inc.)
Covenant of the Underwriter. The Underwriter represents and agrees that, unless it obtains without the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Common Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, Free Writing Prospectus required to be filed by the Company or the Underwriter with the Commission.Commission or retained by the Company under Rule 433 of the Act. The Company and the Underwriter each represent and agree that any such Free Writing Prospectus, the use of which has been consented to by the Company and the Underwriter, is listed on Annex I.
Appears in 3 contracts
Samples: Underwriting Agreement (Sterling Construction Co Inc), Underwriting Agreement (Sterling Construction Co Inc), Underwriting Agreement (Sterling Construction Co Inc)
Covenant of the Underwriter. The Underwriter represents covenants and agrees that, unless it obtains with the prior consent of Company that the Company, it Underwriter has not made used and will not make use or refer to any offer relating to the Securities that would constitute an “issuer "free writing prospectus,” " (as defined in Rule 433, 405 under the Securities Act) without the prior written consent of the Company if the Underwriter's use of or that would otherwise constitute a “reference to such "free writing prospectus,” " would require the Company to file with the Commission any "issuer information" (as defined in Rule 405, required to be filed with 433 under the CommissionSecurities Act).
Appears in 1 contract
Samples: Underwriting Agreement (Fidelity National Information Services, Inc.)
Covenant of the Underwriter. The Underwriter represents and agrees that, unless it obtains without the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Common Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, Free Writing Prospectus required to be filed by the Company or the Underwriter with the Commission.Commission or retained by the Company under Rule 433 of the Act. The Company and the Underwriter each represent and agree that any such Free Writing Prospectus, the use of which has been consented to by the Company and the Underwriter, is listed on ANNEX I.
Appears in 1 contract
Covenant of the Underwriter. The Underwriter represents and agrees that, unless it obtains without the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Common Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, Free Writing Prospectus required to be filed by the Company or the Underwriter with the CommissionCommission or retained by the Company under Rule 433 of the Act. The Company and the Underwriter each represent and agree that any such Free Writing Prospectus, the use of which has been consented to by the Company and the Underwriter, is listed on Annex II.
Appears in 1 contract
Samples: Underwriting Agreement (Sterling Construction Co Inc)
Covenant of the Underwriter. The Underwriter represents and agrees that, unless it obtains without the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, Free Writing Prospectus required to be filed by the Company or the Underwriter with the CommissionCommission or retained by the Company under Rule 433 of the Act. The Company and the Underwriter each represent and agree that any such Free Writing Prospectus, the use of which has been consented to by the Company and the Underwriter, is listed on Annex II.
Appears in 1 contract
Samples: Underwriting Agreement (Sterling Construction Co Inc)