Distributed Materials. The Company has not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Disclosure Package or the Prospectus, and other materials, if any, permitted under the Securities Act to be distributed and consistent with Section 3(d) below. The Company will file with the Commission all Issuer Free Writing Prospectuses in the time required under Rule 433(d) under the Securities Act. The Company has satisfied or will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show. The parties hereto agree and understand that the content of any and all “road shows” related to the offering of the Securities contemplated hereby is solely the property of the Company.
Distributed Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering other than any Preliminary Prospectus, the General Disclosure Package or the Prospectus or other materials, if any, permitted under the Securities Act to be distributed by the Company; provided, however, that, except as set forth on Schedule III, the Company has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except in accordance with the provisions of Section 4(f) of this Agreement.
Distributed Materials. The Offerors have not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Receipts other than the Disclosure Package or the Prospectus, and other materials, if any, permitted under the Securities Act to be distributed and consistent with Section 3(a) hereof. The Trust will file with the Commission all Issuer Free Writing Prospectuses that are required to be filed in the time required under Rule 433(d) under the Securities Act. The Trust has satisfied or will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show. The parties hereto agree and understand that the content of any and all “road shows” related to the Offering is solely the property of the Trust.
Distributed Materials. Other than the Base Prospectus, any Preliminary Prospectus and the Prospectus, the Company has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Shares other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Schedule I hereto and other written communications approved in advance by the Placement Agent.
Distributed Materials. The Company has not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Disclosure Package or the Prospectus, and other materials, if any, permitted under the Securities Act to be distributed and consistent with Section 3(d) below. The Company will file with the Commission all Issuer Free Writing Prospectuses in the time, and to the extent, required by Rule 433(d) under the Securities Act. The Company has satisfied or will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show. The parties hereto agree and understand that the content of any and all “road shows” related to the offering of the Securities contemplated hereby is solely the property of the Company.
Distributed Materials a. If CONTRACTOR distributes materials to the Conference participants, CONTRACTOR hereby grants non-exclusive permission to the AGENCY to use, reproduce, transcribe, or distribute, such materials that CONTRACTOR provides with their presentation, in whole or in part, in any form or media, for informational or educational purposes as determined by AGENCY. CONTRACTOR understands that, except as otherwise stated herein, CONTRACTOR retains any copyright or other rights held by them.
b. CONTRACTOR warrants that they hold the rights to the presentation materials or have obtained the necessary permissions and licenses to use in this presentation any materials for which they do not hold the rights, that distributing this material does not infringe on any rights of others. CONTRACTOR hereby releases AGENCY from any liability arising out of its use of their presentation materials that is carried out in accordance with the rights granted herein.
Distributed Materials. The Company has not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares other than any Preliminary Prospectus, the Disclosure Package or the Prospectus, and other materials, if any, permitted under the Securities Act to be distributed and consistent with Section 3(d) below. The parties hereto agree and understand that the content of any and all “road shows” related to the offering of the Shares contemplated hereby is solely the property of the Company.
Distributed Materials. The Company has not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares other than any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, the documents incorporated by reference therein and other materials, if any, permitted under the Securities Act to be distributed. The Company will file with the Commission all Issuer Free Writing Prospectuses required to be filed in the time required under Rules 164(b)(2) and 433(d) of the Rules and Regulations, as the case may be. The Company confirms that no electronic road show has been or will be used in connection with the transaction contemplated under this Agreement.
Distributed Materials. The Company has not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Offered Shares other than the preliminary prospectus supplement dated March 7, 2011, including the base prospectus dated January 31, 2011, any Issuer Free Writing Prospectus, the Final Prospectus, the documents incorporated by reference therein and other materials, if any, permitted under the Act to be distributed. The Company will file with the Commission all Issuer Free Writing Prospectus required to be filed in the time required under Rules 164(b)(2) and 433(d) of the Rules and Regulations, as the case may be.
Distributed Materials. The Company shall prepare the Distributed Materials, as promptly as practicable after the execution of this Agreement. Parent and the Company shall cooperate with each other in the preparation of the Distributed Materials. The Company shall give Parent and its counsel the opportunity to review the Distributed Materials prior to its distribution to shareholders and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Distributed Materials prior to their distribution to shareholders. As promptly as practicable after the Distributed Materials have been prepared, the Company shall mail the Distributed Materials to the shareholders of the Company. To the extent its actions affect the validity of Parent's Merger Registration Statement, the Company will not send any Distributed Materials or any other material relating to the Merger to any of its shareholders without the prior written consent of Parent.