Covenants of the Underwriter. The Underwriter hereby represents and agrees that: (a) It has not made, and will not make any offer relating to the Shares that would constitute a free writing prospectus, without the prior consent of the Company, which consent shall not be unreasonably withheld. (b) Any free writing prospectus used or referred to by it will not be subject to broad unrestricted dissemination and will not be required to be filed with the Commission, in accordance with Rule 433 under the Securities Act, as a result of any action taken or caused to be taken by it, without the prior written consent of the Company, which consent shall not be unreasonably withheld. (c) Any free writing prospectus used or referred to by it, except any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, as to which it makes no representation or warranty, complied in all material respects with the Securities Act. (d) The Underwriter has not and will not sell Shares equal to more than 3% of the outstanding Common Shares to any one buyer or any group of buyer acting together unless the Underwriter has taken reasonable steps to determine that such buyer will not own more than 5% of the outstanding Common Shares immediately after such sale.
Appears in 4 contracts
Samples: Underwriting Agreement (NRG Energy, Inc.), Underwriting Agreement (NRG Energy, Inc.), Underwriting Agreement (NRG Energy, Inc.)
