Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ], 20[ ], (ii) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Takeda Pharmaceutical Co LTD), Underwriting Agreement (Takeda Pharmaceutical Co LTD)
Disclosure Package. The term “"Disclosure Package” " shall mean (i) the Preliminary Prospectus dated [ ]Offering Memorandum, 20[ ]as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage ("Issuer Written Information"). As of the Initial Sale Time, the The Disclosure Package did as of 5:00 pm (Eastern time) on the date hereof (the "Applicable Time") will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements information included in or omissions omitted from the Disclosure Package based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through or on the Representatives behalf of the Initial Purchasers specifically for use inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8(b) 8 hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Spartan Stores Inc), Purchase Agreement (Spartan Stores Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]March 5, 20[ ]2014, (ii) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I Schedule II hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]Xxxxx 00, 20[ ]0000, (iixx) the issuer free writing prospectuses prospectus as defined in Rule 433 under of the Securities Act (each, an the “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]July 20, 20[ ]2020, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 10, 20[ ]2007, (ii) the each issuer free writing prospectuses prospectus as defined in Rule 433 under of the Securities Act Act, if any, identified in Annex I hereto (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto ) and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of At the Initial Sale Time, the Disclosure Package did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8(b6(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ], 20[ ], (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]October 10, 20[ ]2017, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]December 15, 20[ ]2010, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]October 20, 20[ ]2011, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]June 10, 20[ ]2009, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Dell Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]January 12, 20[ ]2017, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ], 20[ ]Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Prologis)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]August 5, 20[ ]2013, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Westinghouse Air Brake Technologies Corp)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]November 18, 20[ ]2020, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 19, 20[ ]2012, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Church & Dwight Co Inc /De/)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]June 26, 20[ ]2017, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 15, 20[ ]2014, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 8, 20[ ]2009, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Airgas Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]October 5, 20[ ]2011, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 24, 20[ ]2013, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Companies by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b8(e) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 27, 20[ ]2010, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Airgas Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]July 12, 20[ ]2007, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus prospectuses that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]October 25, 20[ ]2010, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]May 29, 20[ ]2013, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Companies by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b8(f) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]March 19, 20[ ], 2009 (ii) the each issuer free writing prospectuses prospectus as defined in Rule 433 under of the Securities Act Act, if any, identified in Annex I hereto (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto ) and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of At the Initial Sale Time, the Disclosure Package did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8(b6(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Kansas City Power & Light Co)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]Offering Memorandum, 20[ ]as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 5:00 pm, New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically BAS expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Purchase Agreement (Health Management Associates Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]November 29, 20[ ]2012, (ii) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I Schedule II hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]August 15, 20[ ]2011, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]August 18, 20[ ]2009, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Watson Pharmaceuticals Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]Offering Memorandum, 20[ ]as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 10:00 p.m., New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]May 31, 20[ ]2011, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Airgas Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]July 17, 20[ ]2013, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Companies by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b8(f) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]Offering Memorandum, 20[ ]as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 5:30 p.m., New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Guarantors by any Underwriter Initial Purchaser through the Representatives specifically BAS expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Purchase Agreement (Alaska Communications Systems Group Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 10, 20[ ]2012, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]November 14, 20[ ]2019, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]Offering Memorandum, 20[ ]as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 7:00 a.m., New York time, on May 5, 2011 (the Initial Sale “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Guarantors by any Underwriter Initial Purchaser through the Representatives specifically Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Purchase Agreement (Alaska Communications Systems Group Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]Base Prospectus, 20[ ]and the preliminary prospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I Schedule A hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the The Disclosure Package did does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any or on behalf of the Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 6, 20[ ]2012, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]May 29, 20[ ]2008, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in set forth on Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b8 hereof or (B) hereofto the Form T-1 of the Trustee.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]April 1, 20[ ]2009, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Dell Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]October 26, 20[ ]2015, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]May 18, 20[ ]2010, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (L 3 Communications Holdings Inc)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ], 20[ ], (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Guarantor by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]February 23, 20[ ]2015, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]March 20, 20[ ]2013, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]October 31, 20[ ]2016, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]November 9, 20[ ], 2010 (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Allied World Assurance Co Holdings LTD)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]November 19, 20[ ]2012, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Airgas Inc)
Disclosure Package. The term “"Disclosure Package” " shall mean (i) the Preliminary Prospectus dated [ ]Offering Memorandum, 20[ ]as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage ("Issuer Written Information") as identified on Exhibit A hereto. As of the Initial Sale Time, the The Disclosure Package did as of 6:00 a.m. (Eastern time) on August 24, 2007 (the "Applicable Time") will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 10, 20[ ]2019, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ], 20[ ]Offering Memorandum, (ii) the issuer free writing prospectuses as defined in Rule 433 under management presentation relating to the Securities Act (eachNotes posted on Nxxxxxxxxxx.xxx, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that a schedule in the parties form attached hereto shall hereafter expressly agree in writing to treat as part Schedule C indicating the aggregate principal amount of Notes being sold and the Disclosure Packageprice at which the Notes will be sold. As of the Initial Sale Time, the The Disclosure Package did as of 4:00 pm (Eastern time) on the date hereof (the “Applicable Time”) will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]Offering Memorandum, 20[ ]as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 5:00 p.m., New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically Initial Purchaser for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]November 30, 20[ ]2009, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ], 20[ [—], (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Nippon Telegraph & Telephone Corp)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]November 13, 20[ ]2012, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in ) set forth on Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply (A) to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b8 hereof or (B) hereofto the Form T-1 of the Trustee.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]April 2, 20[ ]2020, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]September 8, 20[ ]2021, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]January 9, 20[ ]2017, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]January 27, 20[ ]2009, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b10(b) hereof.
Appears in 1 contract
Disclosure Package. The term “"Disclosure Package” " shall mean (i) the Preliminary Prospectus dated [ ]Offering Memorandum, 20[ ]as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage ("Issuer Written Information"). As of the Initial Sale Time, the The Disclosure Package as of 8:00 pm (Eastern time) on the date hereof (the "Applicable Time") did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Samples: Purchase Agreement (Polymedica Corp)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]January 28, 20[ ]2013, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
Appears in 1 contract
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]May 4, 20[ ]2016, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
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Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]February 26, 20[ ]2018, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
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Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]Offering Memorandum, 20[ ]as amended or supplemented at the Applicable Time, (ii) the issuer free writing prospectuses Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto herein) and (iii) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (“Issuer Written Information”). As of 7:30 p.m., New York time, on the Initial Sale date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representatives specifically BAS expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Initial Purchaser consists of the information described as such in Section 8(b) 8 hereof.
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Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ], 20[ ]Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Underwriters consists of the information described as such in Section 8(b) hereof.
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Samples: Underwriting Agreement (Prologis)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated [ ]October 25, 20[ ]2012, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof.
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