Common use of General Disclosure Package Clause in Contracts

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus, dated [ ], 2014 (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”); (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that 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 (NeuroSigma, Inc.), Underwriting Agreement (NeuroSigma, Inc.)

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General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated March 2, 2017, including the base prospectus, dated [ ], 2014 as of its date (which is the most recent Statutory Prospectus distributed to investors 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”; unless otherwise specified, “General Disclosure Package” shall refer to the foregoing materials in respect of all Securities); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative 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 2 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (JLL Building Holdings, LLC)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated May 18, 2016, including the base prospectus, dated [ ], 2014 as of its date (which is the most recent Statutory Prospectus distributed to investors 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”; unless otherwise specified, “General Disclosure Package” shall refer to the foregoing materials in respect of all Securities); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [—], 2014 2013 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , and (iii) any individual Written Testing-the-Waters Communication (as defined below)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 by any Underwriter through the Representative 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 (Health Insurance Innovations, Inc.)

General Disclosure Package. As of the Applicable Time, 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, dated [ [•], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual 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 Prospectus, 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 Representative 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 (Soulgate Inc.), Underwriting Agreement (Zhangmen Education Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [•], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)that has been approved 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 made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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(b10(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (AC Immune SA), Underwriting Agreement (AC Immune SA)

General Disclosure Package. As of the Applicable Time, none of 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, dated July 27, 2015, including the base prospectus, dated [ ]as of its date, 2014 (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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of neither (i) the any General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement relating to the Offered Securities, dated June 2, 2009, including the base prospectus, dated [ ]June 2, 2014 2009 (which is the most recent Statutory Prospectus distributed to investors generally) (the “Preliminary 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; nor (iii) any individual 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 preliminary prospectus supplement referenced above, 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 Representative 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 (Mariner Energy Inc), Underwriting Agreement (Mariner Energy Inc)

General Disclosure Package. As of the Applicable Time, 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, dated [ October [●], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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, 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, dated [ · ], 2014 2024 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the any 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 (BKV Corp), Underwriting Agreement (BKV Corp)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated November 19, 2015, including the base prospectus, dated [ ], 2014 as of its date (which is the most recent Statutory Prospectus distributed to investors 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”; unless otherwise specified, “General Disclosure Package” shall refer to the foregoing materials in respect of all Securities); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative 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 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ l ], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company Fulgent Parties by any Underwriter through the Representative 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 (Fulgent Genetics, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [—], 2014 2013 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)that has been approved 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 made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Evogene Ltd.)

General Disclosure Package. As of the Applicable Time, 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, dated [ ]September 20, 2014 2024 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the any 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 (BKV Corp)

General Disclosure Package. As of the Applicable Time, none of (i) the any General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [●], 2014 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 hereto to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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 (PlayAGS, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus, dated [ ]October 27, 2014 2017 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B SCHEDULE B-1 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 stated in SCHEDULE B-2 to this Agreement, when considered together with the General Disclosure Package; nor (iii) any individual Written written Testing-the-Waters Water Communication (as defined below)stated in SCHEDULE B-3 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 or any written Testing-the-Water Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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(b9(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Sogou Inc.)

General Disclosure Package. As of the Applicable Time, 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 November 30, 2020, including the base prospectus, dated [ ], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectusprospectus supplement, dated [ ]June 14, 2014 2021, including the base prospectus dated May 10, 2021 (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”); , (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Prospectus and (iiiC) any individual Written Testing-the-Waters Communication (as defined below)Communications, 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 Representative 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(b10(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Residential Mortgage REIT)

General Disclosure Package. As of the Applicable Time, 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 September 19, 2016, including the base prospectus, dated [ ]filed December 21, 2014 2015 as part of the Registration Statement declared effective January 26, 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”); , or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [•], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Allena Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, prospectus dated [ ]June 2, 2014 (which is the most recent Statutory Prospectus distributed to investors generally) ), as amended and supplemented, and the other information, if any, pricing information stated in Schedule B B-2 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; , nor (iiiC) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Zhaopin LTD)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated September [ ], 2014 2013 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B C2 to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; , nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any an 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 the General Disclosure Package, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Textura Corp)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]May 2, 2014 2017 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; , nor (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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 (Solaris Oilfield Infrastructure, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]January 17, 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication, made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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(b10(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (ObsEva SA)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, if any, the preliminary prospectus supplement, dated December 11, 2012, including the base prospectus, dated [ ]January 4, 2014 2011 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B 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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Cobalt International Energy, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time and and, the preliminary prospectus supplement, dated November 26, 2012 (the “Preliminary Prospectus Supplement”) including the base prospectus, dated [ ]November 20, 2014 2012 (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B IV 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; nor (iii) any individual Written Testing-the-Waters Communication (as defined below)if any, 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 Representative 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(b9(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Nexstar Broadcasting Group Inc)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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 (Entasis Therapeutics Holdings Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ September [•], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Pactiv Evergreen Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectusprospectus supplement (and all information incorporated by reference therein), dated [ ]May 21, 2014 2018, including the base prospectus (and all information incorporated by reference therein), dated May 4, 2017 (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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the 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(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Chemours Co)

General Disclosure Package. As of the Applicable Time, 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 February 13, 2018, including the base prospectus, dated [ ]November 14, 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Intellia Therapeutics, Inc.)

General Disclosure Package. As of the Applicable Time, none of (ia) the General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 [●] 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”); , (iib) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iiic) any individual Written Testing-the-Waters Communication (as defined below)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 or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative Underwriter 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 1 contract

Samples: Underwriting Agreement (RISE Education Cayman LTD)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectusprospectus supplement, dated [ ]March 21, 2014 2018, including the base prospectus dated June 2, 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 (collectivelycollectively with the number of Offered Securities being sold by the Company, the “General Disclosure Package”); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the 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 (CAI International, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated September 18, 2017, including the base prospectus, dated [ ]March 7, 2014 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; nor (iii) any Prospectus or individual Written Testing-the-Waters Communication (as defined below)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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ][●] 2021, 2014 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 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 (Ramaco Resources, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]January 23, 2014 2017 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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 (Ramaco Resources, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary base prospectus, dated [ ]July 16, 2014 2013, including all information incorporated by reference therein, (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , and (iii) any individual Written Testing-the-Waters Communication (as defined below)Writing that has been approved 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 in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative 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 1 contract

Samples: Underwriting Agreement (Annie's, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Achaogen Inc)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, if any, the preliminary prospectus supplement, dated August 12, 2013, including the base prospectus, dated [ ]August 12, 2014 2013 (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 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; nor (iii) any individual 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 made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Wageworks, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, if any, the preliminary prospectus supplement, dated May 7, 2013, including the base prospectus, dated [ ]January 4, 2014 2011 (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 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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, 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 December 17, 2019, including the base prospectus, dated [ ]filed March 18, 2014 2018 as part of the Registration Statement declared effective April 6, 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”); , or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Neoleukin Therapeutics, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectusprospectus supplement, dated [ ]January 10, 2014 2017, including any information incorporated therein by reference to the Company’s filings with the Commission (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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the 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 (Parsley Energy, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement dated February 17, 2016, any document, or portion thereof, incorporated by reference therein, the base prospectus, dated [ ]May 6, 2014 2015, (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B A-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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the 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 (Energen Corp)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectusprospectus supplement (and all information incorporated by reference therein), dated [ ]May 9 2017, 2014 including the base prospectus (and all information incorporated by reference therein), dated May 4, 2017 (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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the 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 (Chemours Co)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]October 17, 2014 2013 (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 as set out in Schedule B-1 to this Agreement, when considered together with the General Disclosure Package; , nor (iii) any individual Written Testing-the-Waters Communication (as defined below)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 by any Underwriter through the Representative 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 (58.com Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, if any, the preliminary prospectus supplement, dated May 7, 2014, including the base prospectus, dated [ ]December 30, 2014 2013 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B 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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Cobalt International Energy, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [—], 2014, including the base prospectus, dated [—], 2014 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement hereto 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; nor (iii) any individual Written Testing-the-Waters Communication (as defined below)Communications, 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the 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 (China Mobile Games & Entertainment Group LTD)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]September 10, 2014 2020 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company (A) by any or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(c) hereof or (B) by or on behalf of any Underwriter Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by a Selling Stockholder 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, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]March 24, 2014 (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 ProspectusProspectus as set out in Schedule C-1 to this Agreement, when considered together with the General Disclosure Package; , nor (iii) any individual Written Testing-the-Waters Communication (as defined below)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 by any Underwriter through the Representative 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 (58.com Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]December 9, 2014 2019 (the “Preliminary Prospectus”) (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by (A) any Underwriter through the Representative 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(c) hereof or (B) any Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by a Selling Stockholder 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, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated June 29, 2016 including the base prospectus, dated [ ]June 2, 2014 (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; nor Prospectus (iii) any individual Written Testing-the-Waters Communication (as defined belowincluding each electronic road show), when considered together with the General Disclosure Package, included included, or will include, any untrue statement of a material fact or omitted omitted, or will omit, to state any material fact required to be stated therein or 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 Representative 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 (Express Scripts Holding Co.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]February 1, 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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(b9(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (FTS International, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [—], 2014 2013 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Prospectus, or any Issuer Free Writing Prospectus 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 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [●], 2014 2016 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)that has been approved 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 made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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(b10(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (AC Immune SA)

General Disclosure Package. As of the Applicable Time, 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 July 22, 2019, including the base prospectus, dated [ ]May 9, 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 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”); , (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iiiC) any individual Written Testing-the-Waters Communication (as defined belowin 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of neither (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [•], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Reynolds Consumer Products Inc.)

General Disclosure Package. As of the Applicable Time, 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 December 10, 2018, including the base prospectus, dated [ ]November 14, 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]September 29, 2014 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Prospectus, or any Issuer Free Writing Prospectus 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 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 TimeTime and the Closing Date, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 (which is the most recent Statutory Prospectus distributed identified in Schedule B to investors generally) this Agreement and the any other information, if any, stated documents listed or disclosures identified in Schedule B to this Agreement to be included in the General Disclosure Packagegeneral 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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any (x) the Underwriter through the Representative 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 or (y) the Selling Stockholders specifically for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholders consists of the information described as such in Section 9(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Mosaic Co)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication, made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Adamas Pharmaceuticals Inc)

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General Disclosure Package. As of the Applicable Time, 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 November 1, 2017, including the base prospectus, dated [ ]June 16, 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 2019 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement, dated November 27, 2012, including the base prospectus, as amended, dated [ ]May 31, 2014 2011, (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 (collectivelycollectively with the number of Securities being sold by the Company and by, in aggregate, the Selling Stockholders, the “General Disclosure Package”); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (CAI International, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus, dated January [ ], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Alder Biopharmaceuticals Inc)

General Disclosure Package. As of the Applicable TimeTime and each Closing Date, 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, dated [ [●], 2014 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 (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) Prospectus or any individual 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 written information furnished to the Company by any Underwriter through the Representative 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 (Jianzhi Education Technology Group Co LTD)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 2017 (the “Preliminary Prospectus”) (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; , nor (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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 (Solaris Oilfield Infrastructure, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [—], 2014 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Prospectus, or any Issuer Free Writing Prospectus 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 Representative 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 (Vital Therapies Inc)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, if any, the preliminary prospectus supplement, dated October 6, 2014, including the base prospectus, dated [ ]June 22, 2014 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 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; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), 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 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 (Kosmos Energy Ltd.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [—], 2014 2013 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (BIND Therapeutics, Inc)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [●], 2014 2017 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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 (Ramaco Resources, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 2017 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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(c) hereof, or any written information furnished to the Company by a Selling Stockholder expressly for use therein, 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 (NCS Multistage Holdings, Inc.)

General Disclosure Package. As of the Applicable Time, none of (ia) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [●], 2014 2015 (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”); , (iib) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iiic) any individual Written Testing-the-Waters Communication (as defined below)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 made 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 Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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(d) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Sunrun Inc.)

General Disclosure Package. As of the Applicable TimeTime and each Closing Date, none of (i) the General Use Issuer Free Writing Prospectus(es) Prospectus, if any, issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [●], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 by any Underwriter through the Sole 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 (Canaan Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated September 6, 2017, including the base prospectus, dated [ ], 2014 as of its date (which is the most recent Statutory Prospectus distributed to investors 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”; unless otherwise specified, “General Disclosure Package” shall refer to the foregoing materials in respect of all Securities); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative 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 (Builders FirstSource, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectusprospectus supplement of the Company, dated [ ]February 11, 2014 and filed with the Commission on February 11, 2014, including the base prospectus of the Company, dated July 11, 2013 which formed part of the Registration Statement (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) did any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included 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 Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Representatives consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Canadian Solar Inc.)

General Disclosure Package. As of the Applicable Time, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectusprospectus supplement, dated [ ]May 9, 2017, including the base prospectus dated October 20, 2014 (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”); , (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Prospectus and (iiiC) any individual Written Testing-the-Waters Communication (as defined below)Communications, 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 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 (Ellington Residential Mortgage REIT)

General Disclosure Package. As of the Applicable Time, none of 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 15, 2011 (including any document incorporated by reference therein as of the Applicable Time), including the base prospectus, dated [ ]February 15, 2014 2011 (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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use thereintherein by (x) the Selling Stockholder, it being understood and agreed that the only such information furnished by any Underwriter the Selling Stockholder consists of the information described as such in Section 8(b) hereofand (y) the Underwriters, it being understood and agreed that the only such information furnished by the Underwriters consists of the information described as such in Section 8(c).

Appears in 1 contract

Samples: Underwriting Agreement (Gartner Inc)

General Disclosure Package. As of the Applicable Time, 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, dated [ · ], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the any 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 (BKV Corp)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ December [●], 2014 2019 (the “Preliminary Prospectus”) (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by (A) any Underwriter through the Representative 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(c) hereof or (B) any Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by a Selling Stockholder 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus, dated [ ], 2014 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Alder Biopharmaceuticals Inc)

General Disclosure Package. As of the Applicable Time, none of 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 17, 2010 (the “Preliminary Prospectus Supplement”), including the base prospectus, dated [ ]February 6, 2014 2009 (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; nor (iii) any individual 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 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 Representative 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 (Firstmerit Corp /Oh/)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]January 23, 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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 (FTS International, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]April 9, 2014 2019 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 TimeTime and each Closing Date, 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, dated [ [●], 2014 2022 (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; nor (iii) Prospectus or any individual 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 written information furnished to the Company by any Underwriter through the Representative 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 (Jianzhi Education Technology Group Co LTD)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ March [·], 2014 2013 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , and (iii) any individual Written Testing-the-Waters Communication (as defined below)Writing that has been approved 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Annie's, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ · ], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, 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 June 28, 2021, including the base prospectus, dated [ ]November 30, 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 2013 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Xencor Inc)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus, dated [ ]June 13, 2014 2018 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B SCHEDULE B-1 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 stated in SCHEDULE B-2 to this Agreement, when considered together with the General Disclosure Package; nor (iii) any individual Written written Testing-the-Waters Water Communication (as defined below)stated in SCHEDULE B-3 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 or any written Testing-the-Water Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 1 contract

Samples: Underwriting Agreement (Uxin LTD)

General Disclosure Package. As of the Applicable Time, 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, dated [ [●], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Mynaric AG)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, if any, the preliminary prospectus supplement, dated January 15, 2013, including the base prospectus, dated [ ]January 4, 2014 2011 (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 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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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, none of (i) the General Use Issuer Free Writing Prospectus(es) Prospectuses issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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 (CURO Group Holdings Corp.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [•], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)that has been approved 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 made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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(b10(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (AC Immune SA)

General Disclosure Package. As of the Applicable Time, 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, dated [ June [●], 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, Prospectus when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Prospectus, Issuer Free Writing 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 Representative 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 (ATAI Life Sciences B.V.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ · ], 2014 2013 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B B2 to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; , nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any an 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 the General Disclosure Package, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative 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 (Textura Corp)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]June 9, 2014 2020 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 Communication in reliance upon and in conformity with written information furnished to the Company (A) by any or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(c) hereof or (B) by or on behalf of any Underwriter Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by a Selling Stockholder 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, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectusprospectus supplement, dated [ ]February 7, 2014 2017, including any information incorporated therein by reference to the Company’s filings with the Commission (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; nor (iii) any individual 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 in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the 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 (Parsley Energy, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [•], 2014 2017 (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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; , nor (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 Representative 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 (Solaris Oilfield Infrastructure, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]July 2, 2014 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”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)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 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 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 (Ramaco Resources, Inc.)

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