Common use of Distribution of Offering Materials by the Selling Stockholders Clause in Contracts

Distribution of Offering Materials by the Selling Stockholders. Prior to the later of (i) the expiration or termination of the option granted to the Underwriter under ‎Section 2 and (ii) the completion of the Underwriter’s distribution of the Offered Shares, such Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than the Registration Statement, the free writing prospectus(es) listed on Schedule B and the Prospectus. Any certificate signed by such Selling Stockholder and delivered to the Underwriter or to counsel for the Underwriter shall be deemed a representation and warranty by such Selling Stockholder to the Underwriter as to the matters covered thereby. Such Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). Such Selling Stockholder acknowledges that the Underwriter and, for purposes of the opinion to be delivered pursuant to ‎Section 6 hereof, counsel to the Selling Stockholder and counsel to the Underwriter, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Underwriting Agreement (Icahn Carl C)

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Distribution of Offering Materials by the Selling Stockholders. Prior The Selling Stockholders have not distributed and will not distribute, prior to the later of (i) the expiration or termination of the option granted to the Underwriter several Underwriters under ‎Section Section 2 and (ii) the completion of the Underwriter’s Underwriters’ distribution of the Offered Shares, such Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than a preliminary prospectus, Time of Sale Prospectus, the Prospectus or the Registration Statement, the free writing prospectus(es) listed on Schedule B and the Prospectus. Any certificate signed by such any Selling Stockholder and that is delivered to the Underwriter Representatives or to counsel for the Underwriter Underwriters pursuant to this Agreement shall be deemed a representation and warranty by such the Selling Stockholder to the each Underwriter as to the matters covered thereby. Such Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). Such Selling Stockholder acknowledges that the Underwriter Underwriters and, for purposes of the opinion to be delivered pursuant to ‎Section 6 Section 5 hereof, counsel to the Selling Stockholder and counsel to the UnderwriterUnderwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Underwriting Agreement (LHC Group, Inc)

Distribution of Offering Materials by the Selling Stockholders. Prior The Selling Stockholders have not distributed and will not distribute, prior to the later of (i) the expiration or termination of the option granted to the Underwriter several Underwriters under ‎Section Section 2 and (ii) the completion of the Underwriter’s Underwriters’ distribution of the Offered Shares, such Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than a preliminary prospectus, the General Disclosure Package or the Registration Statement, the free writing prospectus(es) listed on Schedule B and the Prospectus. Any certificate signed by such the Selling Stockholder and delivered to the Underwriter Representatives or to counsel for the Underwriter Underwriters shall be deemed a representation and warranty by such the Selling Stockholder to the each Underwriter as to the matters covered thereby. Such Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). Such Selling Stockholder acknowledges that the Underwriter Underwriters and, for purposes of the opinion to be delivered pursuant to ‎Section Section 6 hereof, counsel to the Selling Stockholder and counsel to the UnderwriterUnderwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)

Distribution of Offering Materials by the Selling Stockholders. Prior to the later of (i) the expiration or termination of the option granted to the Underwriter under ‎Section Section 2 and (ii) the completion of the Underwriter’s 's distribution of the Offered Shares, such Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than the Registration Statement, the free writing prospectus(es) listed on Schedule B and the Prospectus. Any certificate signed by such Selling Stockholder and delivered to the Underwriter or to counsel for the Underwriter shall be deemed a representation and warranty by such Selling Stockholder to the Underwriter as to the matters covered thereby. Such Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). Such Selling Stockholder acknowledges that the Underwriter and, for purposes of the opinion to be delivered pursuant to ‎Section Section 6 hereof, counsel to the Selling Stockholder and counsel to the Underwriter, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Underwriting Agreement (Hain Celestial Group Inc)

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Distribution of Offering Materials by the Selling Stockholders. Prior to the later of (i) the expiration or termination of the option granted to the Underwriter under ‎Section 2 and (ii) the completion of the Underwriter’s Underwriters’ distribution of the Offered Shares, such Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus(es) listed on Schedule B C and the Prospectus. Any certificate signed by such Selling Stockholder and delivered to the any Underwriter or to counsel for the Underwriter Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the each Underwriter as to the matters covered thereby. Such Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). Such Selling Stockholder acknowledges that the Underwriter Underwriters and, for purposes of the opinion to be delivered pursuant to ‎Section Section 6 hereof, counsel to the Selling Stockholder and counsel to the UnderwriterUnderwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Engaged Capital LLC

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