Common use of General Disclosure Package Clause in Contracts

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus, dated [ ], 2014 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (NeuroSigma, Inc.), Underwriting Agreement (NeuroSigma, Inc.)

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General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated March 2, 2017, including the base prospectus, dated [ ], 2014 as of its date (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”; unless otherwise specified, “General Disclosure Package” shall refer to the foregoing materials in respect of all Securities); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

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

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [•], 2014 2016 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)that has been approved by the Company, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b10(b) hereof.

Appears in 2 contracts

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

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated May 18, 2016, including the base prospectus, dated [ ], 2014 as of its date (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”; unless otherwise specified, “General Disclosure Package” shall refer to the foregoing materials in respect of all Securities); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated November 19, 2015, including the base prospectus, dated [ ], 2014 as of its date (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”; unless otherwise specified, “General Disclosure Package” shall refer to the foregoing materials in respect of all Securities); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) Prospectus issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [•], 2014 2021 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Soulgate Inc.), Underwriting Agreement (Zhangmen Education Inc.)

General Disclosure Package. As of the Applicable TimeTime and the Closing Date, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ], 2014 (which is the most recent Statutory Prospectus distributed identified in Schedule B to investors generally) this Agreement and the any other information, if any, stated documents listed or disclosures identified in Schedule B to this Agreement to be included in the General Disclosure Packagegeneral disclosure package, all considered together (collectively, the “General Disclosure Package”); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any (x) the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b9(c) hereof or (y) the Selling Stockholders specifically for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholders consists of the information described as such in Section 9(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Mosaic Co)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement, dated November 27, 2012, including the base prospectus, as amended, dated [ ]May 31, 2014 2011, (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B C to this Agreement to be included in the General Disclosure Package, all considered together (collectivelycollectively with the number of Securities being sold by the Company and by, in aggregate, the Selling Stockholders, the “General Disclosure Package”); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (CAI International, Inc.)

General Disclosure Package. As of the Applicable Time, as of the First Closing Date and any Optional Closing Date, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectusprospectus supplement, dated [ ]December 8, 2014 2021, including the base prospectus dated April 9, 2021 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Prospectus and (iiiC) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described Underwriter Information (as such defined in Section 8(b) hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) ), if any, issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ [•], 2014 2021 (the “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof8(c).

Appears in 1 contract

Samples: Underwriting Agreement (Desert Peak Minerals Inc.)

General Disclosure Package. As of the Applicable Time, as of the First Closing Date and any Optional Closing Date, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectusprospectus supplement, dated [ ]February 2, 2014 2023, including the base prospectus dated January 24, 2023 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Prospectus and (iiiC) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described Underwriter Information (as such defined in Section 8(b) hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectusprospectus supplement of the Company, dated [ ]February 11, 2014 and filed with the Commission on February 11, 2014, including the base prospectus of the Company, dated July 11, 2013 which formed part of the Registration Statement (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , nor (ii) did any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Representatives consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Canadian Solar Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, prospectus dated [ ]June 2, 2014 (which is the most recent Statutory Prospectus distributed to investors generally) ), as amended and supplemented, and the other information, if any, pricing information stated in Schedule B B-2 to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , nor (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; , nor (iiiC) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Zhaopin LTD)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated June 28, 2021, including the base prospectus, dated [ ]November 30, 2014 2020 (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Intellia Therapeutics, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus, dated [ ]September 10, 2014 2020 (the “Preliminary Prospectus”) (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company (A) by any or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(c) hereof or (B) by or on behalf of any Underwriter Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by a Selling Stockholder consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Brigham Minerals, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated September 18, 2017, including the base prospectus, dated [ ]March 7, 2014 2016 (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any Prospectus or individual Written Testing-the-Waters Communication (as defined below)that has been approved by the Company, when considered together with the General Disclosure Package, included included, includes or will include any untrue statement of a material fact or omitted to state omitted, omits or will omit any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements made in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (MediWound Ltd.)

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General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, if any, the preliminary prospectusprospectus supplement, dated [ ]February 11, 2014 2021, including the base prospectus dated March 9, 2020 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B B-1 to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Package or (iii) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications, made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by 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, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated December 17, 2019, including the base prospectus, dated [ ]filed March 18, 2014 2018 as part of the Registration Statement declared effective April 6, 2018 (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , or (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Neoleukin Therapeutics, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated December 10, 2018, including the base prospectus, dated [ ]November 14, 2014 2017 (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives relating to such Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ra Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, as of the First Closing Date and any Optional Closing Date, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectusprospectus supplement, dated [ ]October 12, 2014 2021, including the base prospectus dated April 9, 2021 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Prospectus and (iiiC) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described Underwriter Information (as such defined in Section 8(b) hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated November 1, 2017, including the base prospectus, dated [ ]June 16, 2014 2017 (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Intellia Therapeutics, Inc.)

General Disclosure Package. As of the Applicable Time, as of the First Closing Date and any Optional Closing Date, none of (iA) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectusprospectus supplement, dated [ ]July 6, 2014 2021, including the base prospectus dated April 9, 2021 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (iiB) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor Prospectus and (iiiC) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described Underwriter Information (as such defined in Section 8(b) hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated February 13, 2018, including the base prospectus, dated [ ]November 14, 2014 2017 (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives relating to such Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ra Pharmaceuticals, Inc.)

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary base prospectus, dated [ ]July 16, 2014 2013, including all information incorporated by reference therein, (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , and (iii) any individual Written Testing-the-Waters Communication (as defined below)Writing that has been approved by the Company, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Appears in 1 contract

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

General Disclosure Package. As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated June 1, 2020, including the base prospectus, dated [ ]October 12, 2014 2018 (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”); , (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor , or (iii) any individual Written Testing-the-Waters Communication (as defined below)Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Intellia Therapeutics, Inc.)

General Disclosure Package. As of the Applicable Time, none of neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and Time, the preliminary prospectus supplement, dated September 6, 2017, including the base prospectus, dated [ ], 2014 as of its date (which is the most recent Statutory Prospectus distributed to investors generally) ), and the other information, if any, stated in Schedule B A to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”; unless otherwise specified, “General Disclosure Package” shall refer to the foregoing materials in respect of all Securities); , nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package; nor (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Builders FirstSource, Inc.)

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