Common use of Disclosure Package Clause in Contracts

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus, if any, as amended or supplemented and (ii) each “free writing prospectus” as defined in Rule 405 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto. As of the first time when sales of the Securities are made (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state a 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 consists of the information described as such in Section 8(b) hereof.

Appears in 27 contracts

Samples: Underwriting Agreement (Onemain Finance Corp), Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (Onemain Finance Corp)

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Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus, if any, as amended or supplemented and (ii) each “free writing prospectus” as defined in Rule 405 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto. As of the first time when sales of the Securities are made (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state a 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 consists of the information described as such in Section 8(b) hereof.

Appears in 7 contracts

Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (Onemain Finance Corp), Underwriting Agreement (Springleaf Finance Corp)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary ProspectusProspectus dated Xxxxx 00, if any0000, as amended or supplemented and (iixx) each “the issuer free writing prospectus” prospectuses as defined in Rule 405 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C heretoAnnex 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 first time when sales of the Securities are made (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state a 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(b) 8 hereof.

Appears in 5 contracts

Samples: Underwriting Agreement (Kansas City Southern), Underwriting Agreement (Sonoco Products Co), Underwriting Agreement (Kansas City Southern)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectuspreliminary prospectus, if any, as amended or supplemented supplemented, and (ii) each “free writing prospectus” as defined in Rule 405 a schedule indicating the number of Units being sold and the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C heretoprice at which the Units will be sold to the public. As of :00 [a/p]m (Eastern time) on the first time when sales date of the Securities are made 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 a 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 consists of the information described as such in Section 8(b) 8 hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Union Street Acquisition Corp.), Underwriting Agreement (Union Street Acquisition Corp.), Underwriting Agreement (Union Street Acquisition Corp.)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectuspreliminary prospectus, if any, as amended or supplemented supplemented, and (ii) each “free writing prospectus” as defined in Rule 405 a schedule indicating the number of Units being sold and the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C heretoprice at which the Units will be sold to the public. As of :00 [a/p]m (Eastern time) on the first time when sales date of the Securities are made 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 a 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 Underwriters specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Transforma Acquisition Group Inc.), Underwriting Agreement (Transforma Acquisition Group Inc.), Underwriting Agreement (Transforma Acquisition Group Inc.)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectuspreliminary prospectus, if any, as amended or supplemented supplemented, and (ii) each “free writing prospectus” as defined in Rule 405 a schedule indicating the number of Units being sold and the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C heretoprice at which the Units will be sold to the public. As of ____:00 [a/p].m. (New York time) on the first time when sales date of the Securities are made 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 a 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (NRDC Acquisition Corp.), Underwriting Agreement (NRDC Acquisition Corp.)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary ProspectusProspectus dated [ ], if any20[ ], as amended or supplemented and (ii) each “the issuer free writing prospectus” prospectuses as defined in Rule 405 of 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C heretoAnnex 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 first time when sales of the Securities are made (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state a 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(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 ProspectusProspectus dated May 5, if any2008, as amended or supplemented and (ii) each “the issuer free writing prospectus” as defined in Rule 405 of the Securities Act (each, an “Issuer Free Writing Prospectus”)prospectuses, if any, identified in Schedule C Annex I hereto and (iii) the information included in Annex II hereto. As of the first time when sales of the Securities are made Initial Sale Time, (the “Applicable Time”), a) the Disclosure Package did not and (b) each electronic road show, when taken together as a whole with the Disclosure Package, did not, contain any untrue statement of a material fact or omit to state a 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(b5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Equitable Resources Inc /Pa/)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus, if any, as amended or supplemented and (ii) each “free writing prospectus” as defined in Rule 405 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto. As of the first time when sales of the Securities are made (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state a 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 consists of the information described as such in Section 8(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Springleaf Finance Corp)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary ProspectusProspectus dated January 23, if any2014, as amended or supplemented and (ii) each “the issuer free writing prospectus” prospectuses as defined in Rule 405 of 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”)Act, if any, identified in Schedule C heretoAnnex 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 first time when sales of the Securities are made (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state a 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(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Amphenol Corp /De/)

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Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary ProspectusProspectus dated October 27, if any2020, as amended or supplemented and (ii) each “the issuer free writing prospectus” as defined in Rule 405 of the Securities Act (each, an “Issuer Free Writing Prospectus”)prospectuses, if any, identified in Schedule C Annex I hereto and (iii) the information included in Annex II hereto. As of the first time when sales of the Securities are made Initial Sale Time, (the “Applicable Time”), a) the Disclosure Package did not and (b) each electronic road show, when taken together as a whole with the Disclosure Package, did not, contain any untrue statement of a material fact or omit to state a 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(b5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (EQT Corp)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary ProspectusProspectus dated October 29, if any2009, as amended or supplemented and (ii) each “the issuer free writing prospectus” prospectuses as defined in Rule 405 of 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”)Act, if any, identified in Schedule C heretoAnnex 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 first time when sales of the Securities are made (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state a 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(b) hereof.

Appears in 1 contract

Samples: Amphenol Corp /De/

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary ProspectusProspectus dated Xxxxx 0, if any0000, as amended or supplemented and (iixx) each “the issuer free writing prospectus” as defined in Rule 405 of the Securities Act (each, an “Issuer Free Writing Prospectus”)prospectuses, if any, identified in Schedule C Annex I hereto and (iii) the information included in Annex II hereto. As of the first time when sales of the Securities are made Initial Sale Time, (the “Applicable Time”), a) the Disclosure Package did not and (b) each electronic road show, when taken together as a whole with the Disclosure Package, did not, contain any untrue statement of a material fact or omit to state a 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(b5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (EQT Corp)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary ProspectusProspectus dated November 18, if any2021, as amended or supplemented and (ii) each “the issuer free writing prospectus” as defined in Rule 405 of the Securities Act (each, an “Issuer Free Writing Prospectus”)prospectuses, if any, identified in Schedule C Annex I hereto and (iii) the information included in Annex II hereto. As of the first time when sales of the Securities are made Initial Sale Time, (the “Applicable Time”), a) the Disclosure Package did not and (b) each electronic road show, when taken together as a whole with the Disclosure Package, did not, contain any untrue statement of a material fact or omit to state a 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(b7(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (EQT Corp)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary ProspectusProspectus dated May 2, if any2016, as amended or supplemented and (ii) each “the issuer free writing prospectus” as defined in Rule 405 of the Securities Act (each, an “Issuer Free Writing Prospectus”)prospectuses, if any, identified in Schedule C Annex I hereto and (iii) the information included in Annex II hereto. As of the first time when sales of the Securities are made Initial Sale Time, (the “Applicable Time”), a) the Disclosure Package did not and (b) each electronic road show, when taken together as a whole with the Disclosure Package, did not, contain any untrue statement of a material fact or omit to state a 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(b5(b) hereof.

Appears in 1 contract

Samples: Master Purchase Agreement (EQT Corp)

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary ProspectusProspectus dated September 28, if any2021, as amended or supplemented and (ii) each “the issuer free writing prospectus” as defined in Rule 405 of the Securities Act (each, an “Issuer Free Writing Prospectus”)prospectuses, if any, identified in Schedule C Annex I hereto and (iii) the information included in Annex II hereto. As of the first time when sales of the Securities are made Initial Sale Time, (the “Applicable Time”), a) the Disclosure Package did not and (b) each electronic road show, when taken together as a whole with the Disclosure Package, did not, contain any untrue statement of a material fact or omit to state a 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(b7(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (EQT Corp)

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