General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10, 2017, including the base prospectus dated May 8, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10January 13, 20172016, including the base prospectus prospectus, dated May 8November 5, 2017 2013 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10September 15, 20172010, including the base prospectus prospectus, dated May November 8, 2017 2007 (which is the most recent Statutory Prospectus distributed to investors generally)) and any other information incorporated by reference, and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10October 17, 20172022, including the base prospectus prospectus, dated May 8November 18, 2017 2019 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use thereinRepresentatives, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b6(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplementprospectus, dated May 10[ ], 2017, including the base prospectus dated May 8, 2017 2007 (which is the most recent Statutory Prospectus distributed to investors generally), generally and is referred to herein as the “Prepricing Prospectus”) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives or their counsel 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 (Targanta Therapeutics Corp.)
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Company Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10November 29, 20172010, including the base prospectus prospectus, dated May 8November 29, 2017 2010, (which is the most recent Company Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the Company General Disclosure Package, all considered together (collectively, the “"Company General Disclosure Package”"), nor (iiB) any individual Limited Use Issuer Company Free Writing Prospectus, when considered together with the Company General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Company Statutory Prospectus or any Issuer Company Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b12(h) hereof.
Appears in 1 contract
Samples: Stillwater Mining Co /De/
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10June 6, 20172011, including the base prospectus prospectus, dated May 8April 7, 2017 2010 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company and the Guarantors by any Underwriter through the Representatives 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
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 108, 20172013, including the base prospectus prospectus, dated May 8March 2, 2017 2012 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10, 2017, including the base prospectus dated May 8, 2017 (which is the most recent Statutory Prospectus distributed that is made available to investors generally)investors, and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, or (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Statutory 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 the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Intellia Therapeutics, Inc.
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 1018, 20172015, including the base prospectus prospectus, dated May 8October 15, 2017 2014 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or (iii) any individual Written Testing-the-Waters Communication that has been authorized by the Company, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance such document based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information is that described as such in Section 8(b) hereof. Each issuer free writing prospectus satisfied, as of its issue date and at all subsequent times to the Applicable Time, all other conditions to use thereof as set forth in Rules 164 and 433 under the Act.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10September 3, 20172020, including the base prospectus prospectus, dated May 8April 30, 2017 2020 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Credit Suisse specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter Credit Suisse consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (NVR Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10December 6, 20172010, including the base prospectus prospectus, dated May 8September 29, 2017 2010, (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood EXECUTION VERSION 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
General Disclosure Package. As of At the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10December 9, 20172020, including the base prospectus prospectus, dated May 8September 20, 2017 2018 (which which, collectively, is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b10(c) hereofhereof or (ii) the Selling Shareholder Information.
Appears in 1 contract
Samples: Underwriting Agreement (Fiserv Inc)
General Disclosure Package. As of the Applicable TimeTime (as defined in Schedule A hereto), neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10August 8, 20172016, including the base prospectus prospectus, dated May August 8, 2017 2016, (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Underwriters specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable TimeTime or the Closing Date, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplementprospectus, dated May 10[●], 2017, including the base prospectus dated May 8, 2017 2019 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included included, includes or will include any untrue statement of a material fact or omitted omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, ; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b9(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Intercorp Financial Services Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10October 2, 20172012, including the base prospectus prospectus, dated May June 8, 2017 2012 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of is the information described as such in Section 8(b) hereofUnderwriters’ Disclosure Information.
Appears in 1 contract
Samples: Underwriting Agreement (Montpelier Re Holdings LTD)
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10January 11, 20172018, including the base prospectus prospectus, dated May 8March 22, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), including any document incorporated by reference therein, and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor ) or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in in, or omissions from the General Disclosure Package from, any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and, the preliminary prospectus supplement, dated May 10March 1, 20172021, including the base prospectus prospectus, dated May 8February 24, 2017 2020 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package Package, any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10November 8, 2017, including the base prospectus prospectus, dated May 8March 22, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), including any document incorporated by reference therein, and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor ) or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in in, or omissions from the General Disclosure Package from, any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10October 26, 20172010, including the base prospectus prospectus, dated May 8July 14, 2017 2009 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Tsakos Energy Navigation LTD)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and, the preliminary prospectus supplementprospectus, dated May 10September 14, 2017, including the base prospectus dated May 8, 2017 2010 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such consists of the concession and reallowance figures appearing in Section 8(b) hereofthe 4th paragraph and sales to discretionary accounts appearing in the 9th paragraph under the caption “Underwriting.”
Appears in 1 contract
Samples: Underwriting Agreement (China Ming Yang Wind Power Group LTD)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time which supplements the preliminary prospectus supplement, supplement dated May 104, 2017, 2009 (including the base prospectus prospectus, dated May 8December 18, 2017 2008), (which collectively is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplementprospectus, dated May 10, 2017, including the base prospectus dated May 8[·], 2017 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, or (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus such document in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Ranger Energy Services, Inc.)
General Disclosure Package. As of the Applicable TimeTime and the Closing Date, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10December 12, 2017, including the base prospectus prospectus, dated May 8July 21, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10November 29, 20172022, including the base prospectus prospectus, dated May 8November 21, 2017 2022 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use thereinRepresentatives, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b6(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10November 14, 20172013, including the base prospectus prospectus, dated May 8March 2, 2017 2012 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10February 25, 20172014, including the base prospectus prospectus, dated May 8March 2, 2017 2012 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, if any, the preliminary prospectus supplement, dated May 10March 7, 20172018, including the base prospectus dated May 8June 9, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B-1 to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Statutory Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications, made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Corvus Pharmaceuticals, Inc.)
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, if any, the preliminary prospectus supplement, dated May 10February 11, 20172021, including the base prospectus dated May 8March 9, 2017 2020 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B-1 to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package or (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Statutory Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications, made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Corvus Pharmaceuticals, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10February 2, 2017, 2011 including the base prospectus prospectus, dated May 8March 12, 2017 2009 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II I to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10January 3, 20172018, including the base prospectus prospectus, dated May 8March 22, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), including any document incorporated by reference therein, and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor ) or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in in, or omissions from the General Disclosure Package from, any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and, the preliminary prospectus supplement, dated May 10November 6, 20172014, including the base prospectus prospectus, dated May 8July 29, 2017 2013 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package Package, any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplementprospectus, dated May 10, 2017, including the base prospectus dated May 8, 2017 [•] (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, and (C) any individual Written Testing-the-Waters 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 the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Ellington Residential Mortgage REIT)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10June 18, 20172013, including the base prospectus dated May 8March 7, 2017 2013 (which is the most recent Statutory Prospectus distributed to investors generally) (the “Preliminary Prospectus”), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of At the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10March 3, 20172021, including the base prospectus prospectus, dated May 8July 31, 2017 2020 (which is which, collectively, constitute the most recent Statutory Prospectus distributed to potential investors generallyin the Notes), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance (i) based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically expressly 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, or (ii) relating to that part of the Registration Statement that constitutes the Form T-1.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplementprospectus, dated May 10April 4, 2017, including the base prospectus dated May 8, 2017 2014 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II to this Agreement B 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 ProspectusProspectus nor (iii) any individual Written Testing-the-Waters 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 the General Disclosure Package or any Statutory 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 Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10January 30, 2017, including the base prospectus prospectus, dated May 8April 17, 2017 2015 (which is the most recent Statutory Prospectus distributed to investors generally), including any document incorporated by reference therein, and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor ) or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in in, or omissions from the General Disclosure Package from, any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and, the preliminary prospectus supplement, dated May 10July 25, 2017, including the base prospectus prospectus, dated May 8July 19, 2017 2017, (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any such Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Worthington Industries Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10March 30, 2017, 2011 including the base prospectus prospectus, dated May 8June 25, 2017 2009 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplementprospectus, dated May 10September 11, 2017, including the base prospectus dated May 8, 2017 2014 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II to this Agreement B 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, 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 the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Smart & Final Stores, Inc.)
General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplementprospectus, dated May 10, 2017, including the base prospectus dated May 8August 1, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, or (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus such document in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Ranger Energy Services, Inc.)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10April 30, 20172020, including the base prospectus prospectus, dated May 8April 30, 2017 2020 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Credit Suisse specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter Credit Suisse consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (NVR Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10August 6, 20172012, including the base prospectus prospectus, dated May 8November 5, 2017 2010 (which is the most recent Statutory Prospectus distributed to investors generally)) and any other information incorporated by reference, and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10September 5, 20172012, including the base prospectus prospectus, dated May 8September 5, 2017 2012 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives 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 (NVR Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and, the preliminary prospectus supplement, dated May 10August 24, 20172020, including the base prospectus prospectus, dated May 8February 24, 2017 2020 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package Package, any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May November 10, 20172008, including the base prospectus prospectus, dated May 8November 10, 2017 2008, (which is the most recent Statutory Prospectus distributed used most recently prior to investors generallythe Applicable Time), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholders or by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Ecolab Inc)
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplementsupplement dated July 16, 2012, any document incorporated by reference therein, the base prospectus, dated May 107, 20172012, including the base prospectus dated May 8, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10April 5, 20172011, including the base prospectus prospectus, dated May 8January 11, 2017 2010 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10April 1, 20172024, including the base prospectus prospectus, dated May 8September 24, 2017 2021 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives 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
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10August 8, 2017, including the base prospectus prospectus, dated May 830, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by (x) any Underwriter through the Representatives Representative or by (y) any Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter or Selling Stockholder consists of the information described as such in Section 8(bSections 9(c) and 9(b) hereof, respectively.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10June 25, 20172009, including the base prospectus prospectus, dated May 8June 25, 2017 2009, (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives 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
General Disclosure Package. As of the Applicable Time, neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10June 19, 20172007, including the base prospectus dated May 8June 15, 2017 2007 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together with the documents incorporated by reference in the Registration Statement (collectively, the “General Disclosure Package”), nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b9(b) hereof.
Appears in 1 contract
General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplementprospectus, dated May 10September [—], 2017, including the base prospectus dated May 8, 2017 2014 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing ProspectusProspectus nor (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the base prospectus, dated March 12, 2014 and the preliminary prospectus supplement, dated May 10March 25, 2017, including the base prospectus dated May 8, 2017 2014 (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.
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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable TimeTime and, the preliminary prospectus supplement, dated May 1014, 20172020, including the base prospectus prospectus, dated May 8February 24, 2017 2020 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package Package, any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
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General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10June 21, 2017, including the base prospectus prospectus, dated May 8March 22, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), including any document incorporated by reference therein, and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor ) or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in in, or omissions from the General Disclosure Package from, any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
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General Disclosure Package. As of the Applicable Time, neither none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10March 21, 2017, including the base prospectus prospectus, dated May 826, 2017 2015, (which is the most recent Statutory Prospectus distributed to investors generally), ) and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10, 2017January 11 2010, including the base prospectus prospectus, dated May 8December 17, 2017 2008 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in in, or omissions from the General Disclosure Package or from, any Statutory Prospectus, any Issuer Free Writing Prospectus or the General Disclosure Package in reliance upon upon, and in conformity with with, written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, Time and the preliminary prospectus supplement, dated May 10August 13, 20172018, including the base prospectus of the Company, dated May 8August 4, 2017 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b10(c) hereof.
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General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 1014, 20172015, including the base prospectus prospectus, dated May 8November 18, 2017 2014 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
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General Disclosure Package. As of At the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 107, 20172020, including the base prospectus prospectus, dated May 8August 1, 2017 2019 (which is which, collectively, constitute the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance (i) based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof, or (ii) relating to that part of the Registration Statement that constitutes the Form T-1.
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General Disclosure Package. As of At the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus supplement, dated May 10August 14, 20172023, including the base prospectus prospectus, dated May 8March 24, 2017 2023 (which is which, collectively, constitute the most recent Statutory Prospectus distributed to potential investors generallyin the Notes), and the other information, if any, stated in Schedule II B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance (i) based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically expressly 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, or (ii) relating to that part of the Registration Statement that constitutes the Form T-1.
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