Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 832 contracts
Samples: Underwriting Agreement (MultiSensor AI Holdings, Inc.), Underwriting Agreement (Biohaven Ltd.), Underwriting Agreement (GE HealthCare Technologies Inc.)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 225 contracts
Samples: Underwriting Agreement (FrontView REIT, Inc.), Underwriting Agreement (FrontView REIT, Inc.), Underwriting Agreement (Plug Power Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 63 contracts
Samples: Underwriting Agreement (REV Group, Inc.), Underwriting Agreement (REV Group, Inc.), Underwriting Agreement (REV Group, Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 53 contracts
Samples: Underwriting Agreement (YXT.COM GROUP HOLDING LTD), Underwriting Agreement (JIADE LTD), Underwriting Agreement (JIADE LTD)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 22 contracts
Samples: Underwriting Agreement (Hansen Medical Inc), Underwriting Agreement (MAKO Surgical Corp.), Underwriting Agreement (Hancock Holding Co)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company Partnership not to take any action that would result in the Company Partnership being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company Partnership thereunder, but for the action of the Underwriter.
Appears in 17 contracts
Samples: Underwriting Agreement (TransMontaigne Partners L.P.), Underwriting Agreement (Sunoco LP), Underwriting Agreement (Susser Petroleum Partners LP)
Covenants of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 16 contracts
Samples: Underwriting Agreement (Unum Group), Underwriting Agreement (Unum Group), Underwriting Agreement (Juniper Networks Inc)
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 14 contracts
Samples: Underwriting Agreement (Snap Inc), W.W. Grainger, Inc., Underwriting Agreement (Grainger W W Inc)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) of the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 11 contracts
Samples: Underwriting Agreement (Viking Therapeutics, Inc.), Underwriting Agreement (Joby Aviation, Inc.), Underwriting Agreement (Abivax S.A.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company Trust and the Manager not to take any action that would result in the Company Trust being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company Trust thereunder, but for the action of the Underwriter.
Appears in 10 contracts
Samples: Underwriting Agreement (Sprott Physical Silver Trust), Underwriting Agreement (Sprott Physical Gold Trust), Underwriting Agreement (Sprott Physical Silver Trust)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. Notwithstanding the foregoing, the Underwriters may use the Final Term Sheet without further consent of the Company.
Appears in 9 contracts
Samples: Notice Regarding Underwriting Agreement (Citizens Financial Group Inc/Ri), Notice Regarding Underwriting Agreement (Citizens Financial Group Inc/Ri), Notice Regarding Underwriting Agreement (Citizens Financial Group Inc/Ri)
Covenants of the Underwriters. Each Underwriter severally covenants with the Trust and the Company not to take any action that would result in the Trust or the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Trust or the Company thereunder, but for the action of the Underwriter.
Appears in 9 contracts
Samples: Underwriting Agreement (Compass Group Diversified Holdings LLC), Compass Group Diversified Holdings LLC, Underwriting Agreement (Compass Group Diversified Holdings LLC)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) of the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 9 contracts
Samples: Underwriting Agreement (ShockWave Medical, Inc.), Underwriting Agreement (U.S. Silica Holdings, Inc.), Underwriting Agreement (U.S. Silica Holdings, Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company and Desert Newco not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 8 contracts
Samples: Registration Rights Agreement (GoDaddy Inc.), GoDaddy Inc., GoDaddy Inc.
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 8 contracts
Samples: Underwriting Agreement (Voya Financial, Inc.), Underwriting Agreement (Voya Financial, Inc.), Underwriting Agreement (Voya Financial, Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company Partnership Parties not to take any action that would result in the Company Partnership being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company Partnership thereunder, but for the action of the Underwriter.
Appears in 7 contracts
Samples: Underwriting Agreement (Antero Midstream GP LP), Underwriting Agreement (Antero Resources Midstream Management LLC), Letter Agreement (Crestwood Midstream Partners LP)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company Liberty Parties not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 7 contracts
Samples: Underwriting Agreement (Liberty Energy Inc.), Underwriting Agreement (Liberty Oilfield Services Inc.), Underwriting Agreement (Liberty Oilfield Services Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 7 contracts
Samples: Underwriting Agreement (Wesco Aircraft Holdings, Inc), Underwriting Agreement (Wesco Aircraft Holdings, Inc), Underwriting Agreement (Wesco Aircraft Holdings, Inc)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 7 contracts
Samples: Underwriting Agreement (Sonida Senior Living, Inc.), Underwriting Agreement (Stevanato Group S.p.A.), Company Support Agreement (Joint Stock Co Kaspi.kz)
Covenants of the Underwriters. (a) Each Underwriter severally represents and warrants to the Company that it has not taken, and covenants with the Company that it shall not to take take, any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 6 contracts
Samples: Underwriting Agreement (KOHLS Corp), Underwriting Agreement (KOHLS Corp), Underwriting Agreement (KOHLS Corp)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company and the Issuer Trust not to take any action that would result in the Company or the Issuer Trust being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company or the Issuer Trust thereunder, but for the action of the Underwriter.
Appears in 6 contracts
Samples: Underwriting Agreement (Morgan Stanley Capital Trust XII), Underwriting Agreement (Morgan Stanley), Underwriting Agreement (Morgan Stanley Capital Trust VIII)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, thereunder but for the action of the Underwriter.
Appears in 5 contracts
Samples: Underwriting Agreement (Zynga Inc), Underwriting Agreement (Zynga Inc), Underwriting Agreement (Linkedin Corp)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a create, use or refer to any proposed free writing prospectus prepared by or on behalf without the consent of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for and the action of the UnderwriterRepresentatives.
Appears in 4 contracts
Samples: Underwriting Agreement (Morgans Hotel Group Co.), Northstar Capital Investment Corp /Md/, Morgans Hotel Group Co.
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 4 contracts
Samples: Underwriting Agreement (IntraLinks Holdings, Inc.), Underwriting Agreement (IntraLinks Holdings, Inc.), Underwriting Agreement (IntraLinks Holdings, Inc.)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company Transaction Entities not to take any action that would result in the Company Transaction Entities being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter pursuant to Rule 433(d) under the Securities Act that otherwise would not be required to be filed by the Company Transaction Entities thereunder, but for the action of the such Underwriter.
Appears in 4 contracts
Samples: Underwriting Agreement (Spirit Realty Capital, Inc.), Underwriting Agreement (Spirit Realty, L.P.), Underwriting Agreement (Spirit Realty, L.P.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) of the Securities Act a free writing prospectus or Company information prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 4 contracts
Samples: Custody Agreement (Chart Industries Inc), Chart Industries Inc, Chart Industries Inc
Covenants of the Underwriters. Each Underwriter severally and not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 4 contracts
Samples: Underwriting Agreement (CG Oncology, Inc.), Underwriting Agreement (Doximity, Inc.), Underwriting Agreement (Evelo Biosciences, Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company that it will not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 4 contracts
Samples: Underwriting Agreement (Costamare Inc.), Underwriting Agreement (Costamare Inc.), Underwriting Agreement (Costamare Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants The Underwriters covenant with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriters. The Underwriters acknowledge and agree that, except as may be set forth in Schedule II hereto, the Company has not authorized or approved any “issuer information” (as defined in Rule 433(h)) for use in any free writing prospectus prepared by or on behalf of the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Airtran Holdings Inc), Underwriting Agreement (Airtran Holdings Inc), Airtran Holdings Inc
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission Commission, under Rule 433(d) promulgated under the Securities Act, a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 4 contracts
Samples: Underwriting Agreement (Source Financial, Inc.), Underwriting Agreement (Sysorex Global Holdings Corp.), Underwriting Agreement (Sysorex Global Holdings Corp.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company Company, unless it obtains the prior written consent of the Company, not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (MakeMyTrip LTD), Underwriting Agreement (MakeMyTrip LTD), Underwriting Agreement (MakeMyTrip LTD)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under pursuant to Rule 433(d) a “free writing prospectus prospectus” prepared by or on behalf of such Underwriter that otherwise would not not, but for such actions, be required to be filed by the Company thereunder, but for the action of the Underwriterunder Rule 433(d).
Appears in 3 contracts
Samples: Underwriting Agreement (South Plains Financial, Inc.), Underwriting Agreement (Crossfirst Bankshares, Inc.), Underwriting Agreement (CBTX, Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter pursuant to Rule 433 (d) under the Securities Act that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Spirit Realty Capital, Inc.), Underwriting Agreement (Spirit Realty Capital, Inc.), Underwriting Agreement (Spirit Realty Capital, Inc.)
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company not to take any action that would result in the Company either being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Axis Capital Holdings LTD), Underwriting Agreement (Axis Capital Holdings LTD), Underwriting Agreement (Axis Capital Holdings LTD)
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus Free Writing Prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Consonus Technologies, Inc.), Underwriting Agreement (Consonus Technologies, Inc.), Underwriting Agreement (Consonus Technologies, Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company Xxxx Parties not to take any action that would result in the Company Partnership being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company Partnership thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Hess Midstream Partners LP), Underwriting Agreement (Hess Midstream Partners LP), Underwriting Agreement (Hess Midstream Partners LP)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company and the Selling Stockholders not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (ADT Inc.), Underwriting Agreement (ADT Inc.), Underwriting Agreement (ADT Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Revelstone Capital Acquisition Corp.), Underwriting Agreement (Revelstone Capital Acquisition Corp.), Underwriting Agreement (Mack Cali Realty Corp)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of or used by such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Chipotle Mexican Grill Inc), Underwriting Agreement (Chipotle Mexican Grill Inc), Underwriting Agreement (Chipotle Mexican Grill Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Citigroup Inc), Underwriting Agreement (Citigroup Inc), Citigroup Inc
Covenants of the Underwriters. Each Underwriter severally covenants with the Issuers and the Company not to take any action that would result in the Issuers or the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Issuers or the Company thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (CyrusOne Inc.), Underwriting Agreement (CyrusOne Inc.), Underwriting Agreement (CyrusOne Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company that it will not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Costamare Inc.), Underwriting Agreement (Costamare Inc.), Underwriting Agreement (Costamare Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 3 contracts
Samples: Marathon Petroleum Corp, Underwriting Agreement (Marathon Petroleum Corp), Marathon Petroleum Corp
Covenants of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission under pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not not, but for such actions, be required to be filed by the Company thereunder, but for the action of the Underwriterunder Rule 433(d).
Appears in 3 contracts
Samples: Underwriting Agreement (Nanobiotix S.A.), Underwriting Agreement (Nanobiotix S.A.), Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company and Foundation Technology not to take any action that would result in the Company and Foundation Technology being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company and Foundation Technology thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (McAfee Corp.), Underwriting Agreement (McAfee Corp.), Underwriting Agreement (McAfee Corp.)
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company Corporation thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Fortis Inc.), Underwriting Agreement (FRANCO NEVADA Corp), Underwriting Agreement (FRANCO NEVADA Corp)
Covenants of the Underwriters. Each Underwriter severally of the Underwriters covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Keurig Dr Pepper Inc.), Underwriting Agreement (Keurig Dr Pepper Inc.), Underwriting Agreement (Keurig Dr Pepper Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter, or which would require the Company to prepare a prospectus in accordance with Directive 2003/71/EC, as amended.
Appears in 3 contracts
Samples: Underwriting Agreement (Intelsat S.A.), Underwriting Agreement (Intelsat Global Holdings S.A.), Underwriting Agreement (Intelsat Global Holdings S.A.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company and the Guarantors not to take any action that would result in the Company or the Guarantors being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such any Underwriter that otherwise would not be required to be filed by the Company or the Guarantors thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Covidien PLC), Covidien PLC, Covidien PLC
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to (i) take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriter or (ii) distribute any Written Testing-the-Waters Communication other than those listed on Schedule III hereto.
Appears in 3 contracts
Samples: Chimerix Inc, Chimerix Inc, Chimerix Inc
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (Century Aluminum Co), Underwriting Agreement (Century Aluminum Co), Underwriting Agreement (Cninsure Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company that, without the prior written consent of the Company, it has not to taken and will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 3 contracts
Samples: Underwriting Agreement (NOODLES & Co), Underwriting Agreement (NOODLES & Co), Underwriting Agreement (Orbitz Worldwide, Inc.)
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(r)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company Corporation thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Aurora Cannabis Inc), Underwriting Agreement (Aurora Cannabis Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to to, without the consent of the Company, take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company that it will not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (TELUS International (Cda) Inc.), Underwriting Agreement (TELUS International (Cda) Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. No Underwriter shall use any free writing prospectus (other than the final term sheet referred to in Section 6(k)) without the prior written consent of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Abiomed Inc), Underwriting Agreement (Abiomed Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of or used or referenced to by such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Booz Allen Hamilton Holding Corp), Per Share Underwriting Agreement (Booz Allen Hamilton Holding Corp)
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) of the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Clementia Pharmaceuticals Inc.), Underwriting Agreement (Clementia Pharmaceuticals Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the Pricing Term Sheet described in Schedule I hereto) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (BankUnited, Inc.), BankUnited, Inc.
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. The Underwriters further covenant with the Company to pay or cause to be paid the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Time Warner Telecom Inc), Underwriting Agreement (Time Warner Telecom Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Parent or the Company being required to file or cause to be filed with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed or cause to be filed by the Parent or the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Kansas City Southern), Kansas City Southern
Covenants of the Underwriters. Each Underwriter severally covenants The Underwriters covenant with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (SS&C Technologies Holdings Inc), Underwriting Agreement (SS&C Technologies Holdings Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Cardica Inc), Underwriting Agreement (Cardica Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company that it has not to and will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Affymetrix Inc, Beckman Coulter Inc
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriter other than information contained in the final term sheet relating to the offering of the Securities prepared in accordance with Section 6(k) herein.
Appears in 2 contracts
Samples: Underwriting Agreement (Hospira Inc), Underwriting Agreement (Hospira Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company and the Guarantors not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Quest Diagnostics Inc), Underwriting Agreement (Quest Diagnostics Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (SiriusPoint LTD), Underwriting Agreement (SiriusPoint LTD)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company that, without the prior written consent of the Company, it has not to taken and will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (NOODLES & Co), Underwriting Agreement (Mill Road Capital II, L.P.)
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule II hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(n) or 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company Corporation thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Encana Corp), Underwriting Agreement (Encana Corp)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of any such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Conseco Inc), Underwriting Agreement (Conseco Inc)
Covenants of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission under pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not not, but for such actions, be required to be filed by the Company thereunder, but for the action of the Underwriter.under Rule 433(d)
Appears in 2 contracts
Samples: Underwriting Agreement (ESSA Pharma Inc.), Underwriting Agreement (ESSA Pharma Inc.)
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriter other than information contained in the final term sheet relating to the offering of the Securities prepared in accordance with Section 6(l) herein.
Appears in 2 contracts
Samples: Underwriting Agreement (Hospira Inc), Underwriting Agreement (Hospira Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company that without the prior written consent of the Company, it has not to taken and will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Zayo Group Holdings, Inc.), Underwriting Agreement (Zayo Group Holdings, Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company and RMCO not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (RE/MAX Holdings, Inc.), Underwriting Agreement (RE/MAX Holdings, Inc.)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter pursuant to Rule 433 (d) under the Securities Act that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Spirit Realty, L.P.), Spirit Realty Capital, Inc.
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. For the avoidance of doubt, this Section 7 shall not restrict the dissemination by the Underwriters of the January 25 Issuer FWP or the January 26 Issuer FWP.
Appears in 2 contracts
Samples: Underwriting Agreement (NRG Energy, Inc.), Underwriting Agreement (NRG Energy, Inc.)
Covenants of the Underwriters. Each Underwriter severally The Representative, on behalf of each Underwriter, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Nature Wood Group LTD), Underwriting Agreement (Nature Wood Group LTD)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company and Qualtrics LLC not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Qualtrics International Inc.), Underwriting Agreement (Qualtrics International Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to (i) take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriter or (ii) distribute any Written Testing-the-Waters Communication other than those listed on Schedule IV hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Chimerix Inc), Underwriting Agreement (Chimerix Inc)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company and Pluralsight LLC not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Pluralsight, Inc.), Underwriting Agreement (Pluralsight, Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company Rentech Parties not to take any action that would result in the Company Partnership being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company Partnership thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Rentech Nitrogen Partners, L.P., Rentech Nitrogen Partners, L.P.
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus or Company information prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Odyssey Re Holdings Corp), Dresser-Rand Group Inc.
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of that Underwriter. The Underwriters severally acknowledge and agree that, except as set forth in Schedule II hereto, the UnderwriterCompany has not authorized or approved any “issuer information” for use in any free writing prospectus.
Appears in 2 contracts
Samples: Us Airways Inc, Us Airways Inc
Covenants of the Underwriters. Each Underwriter severally of the Underwriters covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter and to furnish to the Company a copy of each proposed free writing prospectus to be used by such Underwriter, and not to use any proposed free writing prospectus to which the Company reasonably objects.
Appears in 2 contracts
Samples: Underwriting Agreement (Boston Properties Inc), Underwriting Agreement (Boston Properties Inc)
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriter and not to use or refer to any free writing prospectus without the prior written consent of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Mechel OAO), Underwriting Agreement (Mechel OAO)
Covenants of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter without the prior written consent of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 1 contract
Samples: Underwriting Agreement (SAIC, Inc.)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company OneStream Parties not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 1 contract
Samples: OneStream, Inc.
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter or Company information that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 1 contract
Samples: CTC Media, Inc.
Covenants of the Underwriters. Each Underwriter severally covenants of the several Underwriters represents and agrees with the Company that it will not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 1 contract
Samples: Morgan Stanley
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter, other than the free writing prospectus listed on Schedule II.
Appears in 1 contract
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to (i) take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriter or (ii) distribute any Written Testing-the-Waters Communication other than administrative communications and those listed on Schedule II hereto.
Appears in 1 contract
Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) of the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriter and to pay the expenses as set forth in the last sentence of Section 6(i).
Appears in 1 contract
Samples: Underwriting Agreement (Silver Spring Networks Inc)
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company not to to, without the consent of the Company, take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 1 contract
Samples: Underwriting Agreement (Super Hi International Holding Ltd.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter..
Appears in 1 contract
Samples: Underwriting Agreement (MultiSensor AI Holdings, Inc.)
Covenants of the Underwriters. Each Underwriter severally covenants with the Company and Qualtrics LLC not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 1 contract
Samples: Qualtrics International Inc.
Covenants of the Underwriters. (a) Each Underwriter severally and not jointly covenants with to the Company not to take any action that would result in the Company being required to file with the Commission under pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not not, but for such actions, be required to be filed by the Company thereunder, but for the action of the Underwriterunder Rule 433(d).
Appears in 1 contract
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 1 contract
Covenants of the Underwriters. Each Underwriter covenants, severally covenants and not jointly, with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter pursuant to Rule 433 (d) under the Securities Act that otherwise would not be required to be filed by the Company thereunder, but for the action of the such Underwriter.
Appears in 1 contract
Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to (i) take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the UnderwriterUnderwriter and (ii) engage in any Testing the Waters Communication without the prior written consent of the Company.
Appears in 1 contract
Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, covenants with the Company TKO Parties not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Appears in 1 contract
Samples: TKO Group Holdings, Inc.