Covenant of the Underwriter. The Representatives certify to and covenant with the Company that they have not and will not use, authorize use of, refer to, or participate in the planning for use of any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company), other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the preliminary prospectus, (ii) any Issuer Free Writing Prospectus identified on Schedule 1, or (iii) any free writing prospectus prepared by the Representatives and approved by the Company in advance in writing.
Appears in 3 contracts
Samples: Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Wireless Ronin Technologies Inc)
Covenant of the Underwriter. The Representatives certify Underwriter certifies to and covenant covenants with the Company that they have it has not and will not use, authorize use of, refer to, or participate in the planning for use of any “"free writing prospectus”", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company), other than (i) a free writing prospectus that contains no “"issuer information” " (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the preliminary prospectus, (ii) any Issuer Free Writing Prospectus identified on Schedule 1, or (iii) any free writing prospectus prepared by the Representatives Underwriter and approved by the Company in advance in writing.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Traffic Network, Inc.), Underwriting Agreement (Global Traffic Network, Inc.)
Covenant of the Underwriter. The Representatives certify Underwriter certifies to and covenant covenants with the Company that they have it has not and will not use, authorize use of, refer to, or participate in the planning for use of any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company), other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the preliminary prospectus, (ii) any Issuer Free Writing Prospectus identified on Schedule 1, or (iii) any free writing prospectus prepared by the Representatives Underwriter and approved by the Company in advance in writing.
Appears in 2 contracts
Samples: Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Wireless Ronin Technologies Inc)
Covenant of the Underwriter. The Representatives certify Underwriter certifies to and covenant covenants with the Company that they have it has not and will not use, authorize use of, refer to, or participate in the planning for use of any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company), other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the preliminary prospectusBase Prospectus, (ii) any Issuer Free Writing Prospectus identified on Schedule 1A, or (iii) any free writing prospectus prepared by the Representatives such underwriter and approved by the Company in advance in writing.
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