Common use of General Disclosure Package Clause in Contracts

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6, 2007, (which is the most recent Statutory Prospectus distributed to investors generally),and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Terex Corp), Underwriting Agreement (Terex Corp), Underwriting Agreement (Terex Corp)

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General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[·], 2007, 2014 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure PackageAgreement, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus or individual Testing-the-Waters Communication that has been approved by the Company, when considered together with the General Disclosure Package, included included, includes or will include any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (MediWound Ltd.), Underwriting Agreement (MediWound Ltd.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27November 16, 20092015, including the base prospectusprospectus of the Company, dated November 616, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Black Hills Corp /Sd/), Underwriting Agreement (Black Hills Corp /Sd/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6September [ ], 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, nor (iii) any individual Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Rocket Fuel Inc.), Underwriting Agreement (Rocket Fuel Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27August 16, 20092010, including the base prospectus, dated November 6June 9, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such specified in Section 8(b8(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Misys PLC), Underwriting Agreement (Allscripts-Misys Healthcare Solutions, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 29, 20092018, including the base prospectus, dated November 6September 25, 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), any document incorporated by reference therein and the other information, if any, stated in Schedule Exhibit B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus the General Disclosure Package in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Aon PLC), Underwriting Agreement

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27March 22, 20092017, including the base prospectus, dated November 6March 22, 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), including any document incorporated by reference therein, and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor ) or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 in, or omissions from from, any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Taylor Morrison Home Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27October 20, 2009, 2009 including the base prospectus, dated November 6October 20, 20072009, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Navistar International Corp), Underwriting Agreement (Navistar International Corp)

General Disclosure Package. As of the Applicable TimeTime and the Closing Date, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27June 9, 20092008, including the base prospectus, dated November 6June 9, 20072008, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Bristow Group Inc), Underwriting Agreement (Bristow Group Inc)

General Disclosure Package. As of (A) the Applicable TimeTime and (B) any time of sale of the Offered Securities by the Underwriters to occur prior to the earlier of (1) such date when all Offered Securities (including Optional Securities) have been sold and (2) the expiration of the option granted to the Underwriters pursuant to Section 3(c) of this Agreement, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andor any such time of sale, and the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6, 2007, [·] (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, Package all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Melco PBL Entertainment (Macau) LTD)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27October 15, 20092012, including the base prospectus, dated November February 6, 20072012, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus the General Disclosure Package or any Limited Use Issuer Free Writing Prospectus included in reliance 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 any Underwriter consists of the information is that described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Walter Investment Management Corp), Underwriting Agreement (Walter Investment Management Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27October 19, 2009, including the base prospectus, dated November 6June 25, 20072008, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (GMX Resources Inc), Underwriting Agreement (GMX Resources Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 279, 20092011, including the base prospectus, dated November 6May 18, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B D to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (QCP GP Investors II LLC), Underwriting Agreement (Dice Holdings, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27April 30, 20092019, including the base prospectus, dated November 6September 25, 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), any document incorporated by reference therein and the other information, if any, stated in Schedule Exhibit B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus the General Disclosure Package in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Aon PLC), Underwriting Agreement

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 11, 20092010, including the base prospectus, dated November 6June 9, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such specified in Section 8(b8(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Misys PLC), Underwriting Agreement (Allscripts Healthcare Solutions, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27April 6, 20092020, including the base prospectus, dated November 6June 15, 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus the General Disclosure Package or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Analog Devices Inc)

General Disclosure Package. As of the Applicable TimeTime (as defined in Schedule A hereto), neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27August 8, 20092016, including the base prospectus, dated November 6August 8, 20072016, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 any Underwriter the Underwriters consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 14, 20092013, including the base prospectus, dated November 614, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Energy Transfer Equity, L.P.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 279, 20092008, including together with the base prospectus, dated November 6, 2007, accompanying prospectus (which is the most recent Statutory Prospectus distributed to investors generally),and the generally) and any other information, if any, documents listed or disclosures stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Placement Agents specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Placement Agents consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Placement Agency Agreement (Cell Genesys Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27January 21, 20092020, including the base prospectusprospectus dated April 3, dated November 6, 2007, 2019 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), ) nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27July 13, 20092016, including the base prospectus, dated November 65, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 21, 20092011, including the base prospectus, dated November 6September 10, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es), if any, issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27September 21, 2009, 2015 including the base prospectus, dated November 6July 14, 20072015, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Sportsman's Warehouse Holdings, Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27January 22, 20092013, including the base prospectus, dated November 6May 27, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the any General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27January 17, 2009, including 2024 (the base prospectus, dated November 6, 2007, “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter or on behalf of the Underwriters through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter or on behalf of the Underwriters consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Talos Energy Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the any General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 8, 2009, including 2021 (the base prospectus, dated November 6, 2007, “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company (i) by any or on behalf of 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 consists of the information described as such in Section 8(c) hereof and (ii) by or on behalf of any Selling Stockholder, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Talos Energy Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 278, 20092015, including the base prospectus, dated November 65, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6April 10, 2007, together with the accompanying prospectus (which is the most recent Statutory Prospectus distributed to investors generally),and the generally) and any other information, if any, documents listed or disclosures stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Placement Agents specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Placement Agents consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Placement Agency Agreement (Cell Genesys Inc)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 21, 20092017, including the base prospectus, dated November 6May 26, 20072015, (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus Prospectus, or any Issuer Free Writing Prospectus made in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Vital Therapies Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27January 28, 20092011, including the base prospectus, dated November 6January 3, 20072011, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (GMX Resources Inc)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time andTime, the preliminary prospectus supplementprospectus, dated May 2724, 2009, including the base prospectus, dated November 6, 2007, 2019 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, nor (C) any Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (GSX Techedu Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, if any, the preliminary prospectus supplement, dated May 27February 11, 20092021, including the base prospectusprospectus dated March 9, dated November 6, 2007, 2020 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B B-1 to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications, made in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Corvus Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27October 19, 2009, including the base prospectus, dated November 6October 5, 20072009, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Brigham Exploration Co)

General Disclosure Package. As of At the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27August 18, 20092020, including the base prospectus, dated November 6September 20, 20072018 (which, (which collectively, is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 (i) statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b10(c) hereofhereof or (ii) the Selling Shareholder Information.

Appears in 1 contract

Samples: Underwriting Agreement (Fiserv Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the any General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27December 12, 20092013, including the base prospectus, dated November 6September 20, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure PackageAgreement, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof. The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the offering of the Securities other than any Statutory Prospectus, the Final Prospectus and other materials, if any, permitted under the Act.

Appears in 1 contract

Samples: Underwriting Agreement (XOMA Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27September 9, 2009, including the base prospectus, dated November 6July 2, 20072009, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27February 4, 20092019, including the base prospectus, dated November 6March 29, 2007, 2016 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the pricing and other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the any General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[ ], 2007, 2014 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus and (iii) any individual Written Testing-the-Waters Communication, in each case when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Nord Anglia Education, Inc.)

General Disclosure Package. As of At the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 2717, 20092023, including the base prospectus, dated November 6July 29, 20072021 (which, (which collectively, is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Fiserv Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 273, 20092016, including including, the base prospectus, dated November 6September 11, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (SYNERGY RESOURCES Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27February 2, 2009, 2011 including the base prospectus, dated November 6March 12, 2007, 2009 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B I to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus the General Disclosure Package or any Issuer Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (STATE STREET Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27January 4, 2009, including 2017 (the base prospectus, dated November 6, 2007, “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Helix Energy Solutions Group Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27July 17, 20092019, including the base prospectusprospectus dated April 3, dated November 6, 2007, 2019 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), ) nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27April 28, 2009, 2016 including the base prospectus, dated November 6April 15, 2007, 2016 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ak Steel Holding Corp)

General Disclosure Package. As of the Applicable TimeTime and each Closing Date, neither (i) [the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[•], 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and] the other [other] information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual [Limited Use Issuer Free Writing Prospectus], when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus Prospectus[ or any Issuer Free Writing Prospectus Prospectus] in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Pinduoduo Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27October 1, 20092012, including the base prospectus, dated November 6August 13, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27January 3, 20092018, including the base prospectus, dated November 6March 22, 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), including any document incorporated by reference therein, and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor ) or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 in, or omissions from from, any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Taylor Morrison Home Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 17, 20092014, including the base prospectus, dated November 6July 16, 2007, 2014 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Receptos, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27June 26, 20092018, including the base prospectus, dated November 6June 19, 2007, 2018 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Mammoth Energy Services, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[—], 2007, 2014 (the “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Parsley Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27January 31, 20092017, including the base prospectus, dated November 6July 14, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Synergy Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 612, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus or any written Section 5(d) Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any written Section 5(d) Communications in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Sungy Mobile LTD)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 16, 20092020, including the base prospectus, prospectus dated November 616, 20072020, (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Pinduoduo Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27October 17, 20092006, including the base prospectus, dated November 6October 13, 2007, 2006 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Southern Union Co)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 2726, 20092021, including the base prospectus, dated November 6February 27, 2007, 2019 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the pricing and other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27December 3, 20092010, including the base prospectus, dated November 6May 18, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Dice Holdings, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplementsupplements, each dated May 27January 17, 20092013, each including the a base prospectusprospectuses dated September 15, dated November 62011 or September 11, 20072012, as applicable (which is are the most recent Statutory Prospectus Prospectuses distributed to prospective investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Trius Therapeutics Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6September [—], 2007, 2014 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus nor (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Dynagas Finance Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 3, 2009, including the base prospectus, dated November 6March 21, 2007, 2006 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B II to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus the General Disclosure Package or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (STATE STREET Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27April 7, 20092010, including the base prospectus, dated November 6April 7, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company and the Guarantors by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Valmont Industries Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27September 17, 20092014, including the base prospectus, dated November 65, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b9(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

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General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27September 4, 20092014, including the base prospectus, dated November 6April 1, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the pricing and other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27February 21, 20092012, including the base prospectus, dated November 6July 13, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Two Harbors Investment Corp.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27October 23, 20092012, including the base prospectus, dated November 6September 7, 20072012, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the "General Disclosure Package"), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof. The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the offering of the Securities other than any Statutory Prospectus, the Final Prospectus and other materials, if any, permitted under the Act.

Appears in 1 contract

Samples: Underwriting Agreement (XOMA Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplementdated August 22, dated May 27, 2009, including the base prospectus, dated November 6, 2007, 2006 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor ; and (ii) any the individual Limited Use Issuer Free Writing ProspectusProspectus(es), if any, specified in Schedule D to this Agreement, when considered together with the General Disclosure Package, included did not include any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (New Oriental Education & Technology Group Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27July 18, 2009, 2011 including the base prospectus, dated November 6June 29, 20072011, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kodiak Oil & Gas Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27January 25, 20092012, including the base prospectusprospectus dated September 15, dated November 6, 2007, 2011 (which is the most recent Statutory Prospectus distributed to prospective investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Trius Therapeutics Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, supplement dated May 2731, 20092011, including any document incorporated by reference therein, the base prospectus, dated November 6May 5, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included will include any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cheniere Energy Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6[ ], 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus issued at or prior to the date hereof, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Proofpoint Inc)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Company Free Writing Prospectus Prospectus(es), if any, issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 29, 20092010, including the base prospectus, dated November 629, 20072010, (which is the most recent Company Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the Company General Disclosure Package, all considered together (collectively, the "Company General Disclosure Package"), nor (iiB) any individual Limited Use Issuer Company Free Writing Prospectus, when considered together with the Company General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Company Statutory Prospectus or any Issuer Company Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b12(h) hereof.

Appears in 1 contract

Samples: Mandatorily Exchangeable Notes Agreement (Stillwater Mining Co /De/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27April 11, 20092016, including including, the base prospectus, dated November 6September 11, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Synergy Resources Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 6, 20092007, including the base prospectus, dated November 6April 13, 20072004, (which is the most recent Statutory Prospectus distributed to investors generally),and documents incorporated by reference in such preliminary prospectus supplement or base prospectus, and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus the General Disclosure Package or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bre Properties Inc /Md/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 2714, 2009, including the base prospectus, dated November 6June 27, 20072006, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Brigham Exploration Co)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 10, 2009, 2008 including the base prospectus, dated November 610, 2007, 2008 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cb Richard Ellis Group Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27September 12, 20092019, including the base prospectus, dated November 6August 7, 20072019, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27, 2009January 11 2010, including the base prospectus, dated November 6December 17, 2007, 2008 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 in, or omissions from from, any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or the General Disclosure Package in reliance upon upon, and in conformity with 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Associated Banc-Corp)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es), if any, issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27November 29, 20092010, including the base prospectus, dated November 629, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the "General Disclosure Package"), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Stillwater Mining Co /De/)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 2724, 20092011, including the base prospectus, dated November 630, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Two Harbors Investment Corp.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 2721, 20092013, including the base prospectus, dated November 6August 31, 2007, 2012 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), any document incorporated by reference therein and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus the General Disclosure Package in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Aon PLC)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Permitted Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27November 3, 20092021, including the base prospectus, dated November 6April 28, 2007, 2020 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Permitted Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included will include any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory the Prospectus or any Permitted Issuer Free Writing Prospectus in reliance 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 the Representative consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tellurian Inc. /De/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27September 26, 20092019, including the base prospectusprospectus of the Company, dated November 6August 4, 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Black Hills Corp /Sd/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27March 29, 20092017, including the base prospectus, dated November 6August 8, 20072016, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27March 16, 20092017, including the base prospectus, dated November 6March 16, 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ak Steel Holding Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27November 5, 20092013, including the base prospectus, dated November 65, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b9(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, if any, the preliminary prospectus supplement, dated May 27February 21, 20092012, including the base prospectus, dated November 6January 4, 2007, 2011 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement Agreement, which supplements or amends the preliminary prospectus supplement, to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cobalt International Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6December 9, 2007, 2024 (the “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, Package included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Solaris Energy Infrastructure, Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6August 1, 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, or (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus such document in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ranger Energy Services, Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27December 15, 20092010, including the base prospectus, dated November 630, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Two Harbors Investment Corp.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6June 29, 2007, 2020 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication (as defined below) stated in Schedule C to this Agreement, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the 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 consists of the information described Underwriter Information as such defined in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (QUHUO LTD)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27August 6, 20092012, including the base prospectus, dated November 65, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and any other information incorporated by reference, and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus the General Disclosure Package or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bre Properties Inc /Md/)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27January 12, 20092017, including the base prospectus, dated November 6May 15, 2007, 2015 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Two Harbors Investment Corp.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27November 12, 20092014, including the base prospectus, dated November 65, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b9(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27October 6, 20092010, including the base prospectus, dated November 6September 10, 2007, 2010 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Invesco Mortgage Capital Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27March 18, 20092015, including the base prospectus, dated November 626, 20072014, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Assembly Biosciences, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27November 1, 20092006, including the base prospectus, dated November 6June 30, 20072006, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (PeopleSupport, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27August 12, 20092015, including the base prospectus, dated November 65, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6January [·], 2007, 2017 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus or (iii) any broadly available road show, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Laureate Education, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, and the preliminary prospectus supplement, dated May 27April 26, 20092010, including the base prospectus, dated November 6April 26, 20072010, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ak Steel Holding Corp)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27June 24, 20092014, including the base prospectus, dated November 65, 2007, 2013 (which is the most recent Statutory Prospectus distributed to investors generally),and generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 the Underwriter consists of the information described as such in Section 8(b9(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus Prospectus(es) issued at or prior to the Applicable Time andTime, the preliminary prospectus supplement, dated May 2720, 20092013, including the base prospectus, dated November 6May 20, 20072013, (which is the most recent Statutory Prospectus distributed to investors generally),and generally), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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 any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

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