Disclosures in Registration Statement i. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”), except to the extent permitted by Regulation S-T;
ii. Neither the Registration Statement nor any amendment thereto, at the time each part thereto became effective pursuant to the Securities Act, as of the date of this Agreement, at the First Closing Date or at the Second Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided however that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of (i) the name of the Underwriters contained on the cover page of the Pricing Prospectus and Prospectus and (ii) the sub-sections titled “Commissions and Expenses”, “Underwriters’ Warrants”, “Indemnification; Indemnification Escrow”, “Lock-Up Agreements”, “Pricing of this Offering”, “Electronic Offer, Sale and Distribution”, “Price Stabilization, Short Positions and Penalty Bids”, “Passive Market Making”, “Potential Conflicts of Interest”, and “Selling Restrictions” in each case under the caption “Underwriting” in the Prospectus (the “Underwriter Information”);
iii. The Pricing Disclosure Package, as of the Applicable Time, as of the date of this Agreement, and at th...
Disclosures in Registration Statement. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to a closing of the sale of a Note, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the 1933 Act and the regulations promulgated thereunder (the “Regulations”), and did or will, in all material respects, conform to the requirements of the 1933 Act and the Regulations. On the last effective date and at the time of the Note sale, the Registration Statement will not, and on such closing date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on such closing date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
Disclosures in Registration Statement. 4 2.3.1 Securities Act and Exchange Act Representation........... 4 2.3.2 Disclosure of Contracts.................................. 4 2.3.3 Prior Securities Transactions............................ 5 2.4 Changes After Dates in Registration Statement.................... 5 2.4.1 No Material Adverse Change............................... 5 2.4.2 Recent Securities Transactions, Etc...................... 5 2.5
Disclosures in Registration Statement. 3 2.3.1 Securities Act and Exchange Act Representation....... 3 2.3.2
Disclosures in Registration Statement. 4 2.3.1 SECURITIES ACT AND EXCHANGE ACT REPRESENTATION . . . . . . . 4 2.3.2
Disclosures in Registration Statement. 4 2.3.1 Securities Act Representation . . . . . . . . . . . . 4 2.3.2 Disclosure of Contracts . . . . . . . . . . . . . . . 4 2.3.3 Prior Securities Transactions . . . . . . . . . . . . 5 2.4 Changes After Dates in Registration Statement . . . . . . . . 5 2.4.1 No Material Adverse Change . . . . . . . . . . . . . 5 2.4.2 Recent Securities Transactions, Etc . . . . . . . . . 5 2.5
Disclosures in Registration Statement. At the time the Registration Statement became effective and at all times subsequent thereto up to the Closing Date:
Disclosures in Registration Statement
