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(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement dated [ ], 20[ ], including the base prospectus, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), (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 based upon 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 consists of the information described as such in Section 8(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (American Tower Corp /Ma/), Underwriting Agreement (American Tower Corp /Ma/), Underwriting Agreement (American Tower Corp /Ma/)

AutoNDA by SimpleDocs

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement prospectus, dated [ October [●], 20[ ], including the base prospectus, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2020 (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, 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 based Prospectus, or any Written Testing-the-Waters Communication 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 (Spinal Elements Holdings, Inc.), Underwriting Agreement (Spinal Elements Holdings, Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement prospectus, dated [ ], 20[ ], including the base prospectus, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2016 (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, and (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 based or any Written Testing-the-Waters Communication 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 (Performance Health Holdings Corp.), Underwriting Agreement (Performance Health Holdings Corp.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]March 5, 20[ ]2008, including the base prospectus, dated[ ]dated January 16, 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2008 (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 or any “road show” (as defined in Rule 433 of the Rules and Regulations) not constituting an Issuer Free Writing Prospectus, 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 based 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 (Ambac Financial Group Inc), Underwriting Agreement (Ambac Financial Group Inc)

General Disclosure Package. As of the Applicable Time, in connection with each Registration Statement neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]July 27, 20[ ]2015, including the base prospectus, dated[ ], 20[ ] (as amended or supplemented dated as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”)its date, (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”; unless otherwise specified, “General Disclosure Package” shall refer to the foregoing materials in respect of all Offered Securities), 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 based 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 (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement supplement, dated [ ], 20[ ], including the base prospectus, dateddated [ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), (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 based upon 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 consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (American Tower Corp /Ma/), Underwriting Agreement (American Tower Corp /Ma/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement dated [ ]June 2, 20[ ]2022, including the base prospectus, dated[ ]dated June 1, 20[ ] 2022 (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), (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 based upon 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (American Tower Corp /Ma/)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]November 30, 20[ ]2016, including the base prospectus, dated[ ]dated October 5, 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2016 (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 or (iii) any individual Written Testing-the-Waters Communication that has been authorized by the Company, 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 based 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 (Xencor Inc)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]September 8, 20[ ]2015, including the base prospectus, dated[ ]dated April 1, 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2015 (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 or (iii) any individual Written Testing-the-Waters Communication that has been authorized by the Company, 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 based 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 (Aquinox Pharmaceuticals, Inc)

General Disclosure Package. As of the Applicable Time, neither as of the First Closing Date and any Optional Closing Date, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement supplement, dated [ ]December 8, 20[ ]2021, including the base prospectusprospectus dated April 9, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2021 (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 (iiB) any individual Limited Use Issuer Free Writing ProspectusProspectus and (C) 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 based made in reliance 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 Underwriter Information (as such defined in Section 8(b) hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, Time (as defined below) neither (i) the any General Use Issuer Free Writing Prospectus(esProspectus (as defined below) issued at or prior to the Applicable Time and the preliminary prospectus supplement dated [ ], 20[ ], including the base prospectus, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), Pricing Prospectus (which is the most recent Statutory Prospectus distributed to investors generally), as defined below) and the other information, if any, stated in information included on Schedule B to this Agreement to be included in the General Disclosure PackageII hereto, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus (as defined below), nor (iii) the bona fide electronic road show (as defined in Rule 433(h)(5) of the Rules and Regulations), if any, that has been made available without restriction to any person, when considered together with the General Disclosure Package, included or will include, any untrue statement of a material fact or omitted or as of the Closing Date will omit, to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply ; provided, however, that the Company makes no representations or warranties as to statements information contained in or omissions omitted from any Statutory Prospectus or the General Disclosure Package and any Issuer Free Writing Prospectus based upon Prospectus, in reliance upon, and in conformity with, written information furnished to the Company by any Underwriter through the Representatives Underwriters specifically for use inclusion therein, it being understood and agreed that which information the only such information consists of parties hereto agree is limited to the information described Underwriters’ Information (as such defined in Section 8(b17). As used in this paragraph (b) hereof.and elsewhere in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Sonic Solutions/Ca/)

General Disclosure Package. As of the Applicable Time, neither as of the First Closing Date and any Optional Closing Date, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement supplement, dated [ ]July 6, 20[ ]2021, including the base prospectusprospectus dated April 9, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2021 (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 (iiB) any individual Limited Use Issuer Free Writing ProspectusProspectus and (C) 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 based 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 Underwriter Information (as such defined in Section 8(b) hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]December 10, 20[ ]2018, including the base prospectus, dated[ ]dated November 14, 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2017 (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, or (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 Prospectus, any Issuer Free Writing Prospectus based or any Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives relating to such Underwriter 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 (Ra Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement dated [ ]May 5, 20[ ]2021, including the base prospectus, dated[ ]dated June 4, 20[ ] 2019 (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), (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 based upon 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (American Tower Corp /Ma/)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]February 13, 20[ ]2018, including the base prospectus, dated[ ]dated November 14, 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2017 (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, or (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 Prospectus, any Issuer Free Writing Prospectus based or any Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives relating to such Underwriter 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 (Ra Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement prospectus, dated [ [•], 20[ ], including the base prospectus, dated[ ], 20[ ] 2021 (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), ) (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, 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 based 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) hereof8(c).

Appears in 1 contract

Samples: Underwriting Agreement (Desert Peak Minerals Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]July 22, 20[ ]2019, including the base prospectus, dated[ ]dated May 9, 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2019 (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, or (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 Prospectus, any Issuer Free Writing Prospectus based or any Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives relating to such Underwriter 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 (Ra Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement prospectus, dated [ [●], 20[ ], including the base prospectus, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2018 (which is the most recent Statutory Prospectus distributed to investors 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 ProspectusProspectus stated in Schedule B-2 to this Agreement, when considered together with the General Disclosure Package or (iii) any individual Written Testing-the-Waters Communication stated in Schedule B-3 to this Agreement (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 based 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 (MOGU Inc.)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]September 18, 20[ ]2017, including the base prospectus, dated[ ]dated March 7, 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2016 (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 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 omitted, omits or will omit 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 made in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus based 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 (MediWound Ltd.)

AutoNDA by SimpleDocs

General Disclosure Package. As of the Applicable Time, neither none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement dated [ ], 20[ ], including the base prospectus, dated[ ]dated , 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2012 (which is the most recent Statutory Prospectus distributed to investors 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 (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or (C) any individual Written Testing-the-Waters Communication (as defined in Section 2(a)(xliii) 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 based 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 (Capital Bank Financial Corp.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement dated [ ], 20[ ], including the base prospectus, dated[ ]dated April 9, 20[ ] 2019 (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), ) (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, 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 based 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 (Brigham Minerals, Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement prospectus, dated [ ], 20[ ], including the base prospectus, dated[ ], 20[ ] 2019 (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), ) (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, 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 based 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 (Brigham Minerals, Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]November 30, 20[ ]2020, including the base prospectus, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), dated November 30 (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, 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 based 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 (Intellia Therapeutics, Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement prospectus, dated [ · ], 20[ ], including the base prospectus, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2018 (which is the most recent Statutory Prospectus distributed to investors 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, or (iii) the Written Testing-the-Waters Communication approved by the Company in writing, each of which is listed in Schedule C, 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 based 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 or by any Selling Shareholder specifically for use therein, it being understood and agreed that the only such information consists of the information is that described as such in Section Sections 8(b) and 8(c) hereof.

Appears in 1 contract

Samples: Letter Agreement (Tfi Tab Gida Yatirimlari A.S.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]February 23, 20[ ]2015, including the base prospectus, dated[ ]dated January 23, 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2015 (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 or (iii) any individual Written Testing-the-Waters Communication that has been authorized by the Company, 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 based 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 (Xencor Inc)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement dated [ ]May 5, 20[ ]2014, including the base prospectus, dated[ ]dated May 23, 20[ ] 2013 (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), (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 based upon 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (American Tower Corp /Ma/)

General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement dated [ ]February 24, 20[ ]2015, including the base prospectus, dated[ ]dated May 23, 20[ ] 2013 (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), (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 based upon 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 consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (American Tower Corp /Ma/)

General Disclosure Package. As of the Applicable Time, neither as of the First Closing Date and any Optional Closing Date, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement supplement, dated [ ]October 12, 20[ ]2021, including the base prospectusprospectus dated April 9, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2021 (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 (iiB) any individual Limited Use Issuer Free Writing ProspectusProspectus and (C) 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 based 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 Underwriter Information (as such defined in Section 8(b) hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement supplement, dated [ ]June 1, 20[ ]2020, including the base prospectus, dated[ ]dated October 12, 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2018 (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, 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 based 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 (Intellia Therapeutics, Inc.)

General Disclosure Package. As of the Applicable Time, neither as of the First Closing Date and any Optional Closing Date, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement supplement, dated [ ]February 2, 20[ ]2023, including the base prospectusprospectus dated January 24, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2023 (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 (iiB) any individual Limited Use Issuer Free Writing ProspectusProspectus and (C) 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 based made in reliance 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 Underwriter Information (as such defined in Section 8(b) hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement prospectus, dated [ May [•], 20[ ], including the base prospectus, dated[ ], 20[ ] (as amended or supplemented as of the Applicable Time, and including any and all documents incorporated by reference therein, the “Preliminary Prospectus”), 2019 (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 with, and as amended and supplanted by, the General Disclosure Package, or (iii) any individual Written Testing-the-Waters Communication, when considered together with, and as amended and supplanted by, 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 based 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 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(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (PIMCO Mortgage Income Trust Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.