Investor Communications. If the Administrator receives, during any Collection Period, a request from a Noteholder or Verified Note Owner to communicate with other Noteholders and Note Owners regarding the exercise of rights under the terms of the Basic Documents, the Administrator will include in the Form 10-D for the such Collection Period the following information, to the extent provided by the Noteholder or Verified Note Owner in its request: (i) the name of the Noteholder or Verified Note Owner making the request, (ii) the date the request was received; (iii) a statement that the Administrator has received the request from that Noteholder or Verified Note Owner that it is interested in communicating with other Noteholders and Note Owners with regard to the possible exercise of rights under the Basic Documents; and (iv) a description of the method other Noteholders and Note Owners may use to contact the requesting Noteholder or Verified Note Owner. The Administrator is not required to include any additional information regarding the Noteholder or Verified Note Owner and its request in the Form 10-D, and is required to disclose a Noteholder’s or a Verified Note Owner’s request only where the communication relates to the exercise by a Noteholder or Verified Note Owner of its rights under the Basic Documents. The Administrator will be responsible for the expenses of administering the investor communications provisions set forth in this Section 23(b), which will be compensated by means of the fee payable to it by the Servicer, as described in Section 3.
Investor Communications. (a) Issuer and SCE represent and agree that, unless they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Issuer and SCE and the Representatives, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” required to be filed by the Issuer or SCE, as applicable, with the Commission or retained by the Issuer or SCE, as applicable, under Rule 433 under the Securities Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Pricing Term Sheet and each other Free Writing Prospectus identified in Schedule III hereto.
(b) SCE and the Issuer (or the Representatives at the direction of the Issuer) will prepare a final pricing term sheet relating to the Bonds (the “Pricing Term Sheet”), containing only information that describes the final pricing terms of the Bonds and otherwise in a form consented to by the Representatives, and will file the Pricing Term Sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date such final pricing terms have been established for all classes of the offering of the Bonds. The Pricing Term Sheet is an Issuer Free Writing Prospectus for purposes of this Underwriting Agreement.
(c) Each Underwriter may provide to investors one or more of the Free Writing Prospectuses, including the Pricing Term Sheet, subject to the following conditions:
(i) An Underwriter shall not convey or deliver any Written Communication (as defined herein) to any person or entity in connection with the initial offering of the Bonds, unless such Written Communication (A) constitutes a prospectus satisfying the requirements of Rule 430A under the Securities Act, or (B)(i) is made in reliance on Rule 134 under the Securities Act, is an Issuer Free Writing Prospectus listed on Schedule III hereto or is an Underwriter Free Writing Prospectus (as defined below) and (ii) such Written Communication is preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act. “Written Communication” has the same meaning as that term is defined in Rule 405 under the Securities Act.
Investor Communications. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) that seeks to communicate with other Noteholders or Note Owners about a possible exercise of rights under the Indenture or the other Basic Documents may send a request to the Servicer. Each request must include (i) the name of the requesting Noteholder or Note Owner, (ii) the method by which other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner, as applicable, and (iii) in the case of a Note Owner, a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, which may be in the form of a trade confirmation, account statement, letter from a broker or dealer or similar document. A Noteholder or Note Owner, as applicable, that delivers a request to communicate with other Noteholders or Note Owners will be deemed to have certified to the Servicer that its request relates solely to a possible exercise of rights under the Indenture or the other Basic Documents, and will not be used for other purposes. On receipt of such a request, the Servicer will include in the Form 10-D to be filed for the Collection Period in which the request was received (A) a statement that the Servicer has received a communication request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders or Note Owners about a possible exercise of rights under the Indenture or the other Basic Documents, (B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner. The Servicer is not required to include any additional information regarding the Noteholder or Note Owner and its request in the Form 10-D, and is required to disclose a Noteholder’s or a Note Owner’s request only where the communication relates to the exercise by a Noteholder or Note Owner of its rights under the Basic Documents. The Servicer will be responsible for the expenses associated with including in the Form 10-D the information set forth in this Section 11.03.
Investor Communications. With respect to any Notes issued publicly pursuant to Commission Form SF-3, the Issuing Entity agrees to include in the Form 10-D filed, with respect to the Monthly Period during which such request was received, any request from a Noteholder or Certified Note Owner to communicate with other Noteholders or Note Owners related to the exercise of rights under the terms of this Indenture, the other Transaction Documents or the Notes, which communication may include, but shall be limited to, the information set forth in Section 8.02(d). As a condition precedent to the inclusion of any communication in a Form 10-D pursuant to this Section 13.07 and Section 8.02(d), Note Owners, other than Noteholders that are holders of definitive notes, must provide to the Issuing Entity, proof that such Note Owner qualifies as a “Certified Note Owner” pursuant to clause (a) of the definition thereof.
Investor Communications. The Issuer and EGSI represent and agree that, unless they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Issuer and EGSI and the Representatives, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," required to be filed by the Issuer or EGSI, as applicable, with the Commission or retained by the Issuer or EGSI, as applicable, under Rule 433 under the Securities Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Term Sheets and each other Free Writing Prospectus identified in Schedule III hereto. EGSI and the Issuer (or the Representatives at the direction of the Issuer) will prepare a final pricing term sheet relating to the Bonds (the "Pricing Term Sheet"), containing only information that describes the final pricing terms of the Bonds and otherwise in a form consented to by the Representatives, and will file such final pricing term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Bonds. The Pricing Term Sheet is an Issuer Free Writing Prospectus for purposes of this Underwriting Agreement. Each Underwriter may provide to investors one or more of the Free Writing Prospectuses, including the Term Sheets, subject to the following conditions:
Investor Communications. (a) The Issuer, PE Renaissance and Potomac Edison represent and agree that, unless they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Issuer, PE Renaissance and Potomac Edison and the Representatives, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” required to be filed by the Issuer, PE Renaissance or Potomac Edison, as applicable, with the Commission or retained by the Issuer, PE Renaissance or Potomac Edison, as applicable, under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Term Sheets and each other Free Writing Prospectus identified in Schedule III hereto.
(b) Potomac Edison, PE Renaissance and the Issuer (or the Representatives at the direction of the Issuer) will prepare a final pricing term sheet relating to the Bonds (the “Pricing Term Sheet”), containing only information that describes the final pricing terms of the Bonds and otherwise in a form consented to by the Representatives, and will file such final pricing term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date such final terms have been established for all classes of the offering of the
Investor Communications. Each Party will use Commercially Reasonable Efforts to keep the other Party informed reasonably in advance of any planned public communications related to a Product or the Collaboration that are likely to impact, or raise questions or concerns, for the other Party’s investors.
(a) Each Party agrees to deliver to the other Party the relevant sections of external investor communications, including regulatory filings, annual reports and earnings releases, that cover a Product, potential Product or the Collaboration, and will in good faith consider any changes that are timely recommended by the other Party. Each disclosing Party will use Commercially Reasonable Efforts to provide the other Party with sufficient time to review such investor-related materials and to notify the other Party of any particularly urgent timeframes.
(b) With respect to external earnings calls relevant to a Product, the reporting Party will submit materials (e.g., script, slides, select Q&A) related to such Product to the other Party at least two Business Days in advance of such proposed communication, the other Party will have the right to review and recommend changes to such materials, and the reporting Party will in good faith consider any changes that are recommended by the other Party within two Business Days of receipt of such materials.
(c) The Parties will in good faith cooperate on aligned corporate messaging for the global opportunity for the Products and potential Products.
(d) Notwithstanding the foregoing, to the extent information regarding this Agreement, a Product, a potential Product or the Collaboration has already been publicly disclosed in accordance with the procedures above, either Party (or its Affiliates) may subsequently disclose the same information to the public without the consent or review right of the other Party.
Investor Communications. The Parties acknowledge that the Fund in the ordinary course of business will communicate with its shareholders and investors and their respective managers, members, control persons, officers and directors, and that, notwithstanding anything in this Agreement to the contrary, no such communications shall violate any of the provisions of this Section 5 so long as such communications occur in the ordinary course of business and are not made with the intent of encouraging or initiating any Control Matter prohibited under Section 5(a) above.
Investor Communications. Within five (5) days after the same are sent, copies of all financial statements and reports which Borrowers send to their stockholders, and within five (5) days after the same are filed, copies of all financial statements and reports which the Borrowers may make to, or file with, the Securities and Exchange Commission or any successor or analogous governmental authority;
Investor Communications. (a) Issuer and PG&E represent and agree that, unless they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Issuer and PG&E and the Representatives, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” required to be filed by the Issuer or PG&E, as applicable, with the Commission or retained by the Issuer or PG&E, as applicable, under Rule 433 under the Securities Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Pricing Term Sheet and each other Free Writing Prospectus identified in Schedule III hereto.
(b) Issuer and PG&E represent and agree that, the Issuer has not (x) engaged in any Testing-the-Waters Communication other than the Testing-the-Waters Communications to which the Representatives have consented and which were solely with entities that are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) (“QIBs”) or (y) authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. Issuer and PG&E reconfirm that the Representatives have been authorized to act on their behalf in undertaking any Testing-the-Waters Communication. Neither the Issuer nor PG&E has distributed, or authorized anyone else to distribute, and each shall not distribute, or authorize anyone else to distribute, any Written Testing-the-Waters Communications other than those consented to by the Representatives. Issuer and PG&E further represent, warrant and agree that each has complied with Rule 163B under the Securities Act in connection with the use and distribution of any Testing-the-Waters Communication. When considered together with the Pricing Package, each individual Testing-the-Waters Communication, as of the Applicable Time, did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each individual Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Package and, as of the Applicable Time, complied in all material respects with the Securities Act. The Issuer...
