No Issuer Free Writing Prospectus. The Partnership agrees that, unless it has or shall have obtained the prior written consent of the Managers, and the Managers agree with the Partnership that, unless they have or shall have obtained, as the case may be, the prior written consent of the Partnership, it has not made and will not make any offer relating to the Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Managers or the Partnership is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Partnership agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Summit Midstream Partners, LP), Equity Distribution Agreement (Summit Midstream Partners, LP)
No Issuer Free Writing Prospectus. The Partnership Company agrees that, unless it has or shall have obtained the prior written consent of the ManagersRepresentative, and the Managers agree each Underwriter, severally and not jointly, agrees with the Partnership Company that, unless they have it has or shall have obtained, as the case may be, the prior written consent of the PartnershipCompany, it has not made and will not make any offer relating to the Units Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Partnership Company with the Commission or retained by the Partnership Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I heretoII hereto and any electronic road show. Any such free writing prospectus consented to by the Managers Representative or the Partnership Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Partnership Company agrees that (ix) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (iiy) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Underwriting Agreement (CST Brands, Inc.), CST Brands, Inc.
No Issuer Free Writing Prospectus. The Partnership Company agrees that, unless it has or shall have obtained the prior written consent of the Managers, and the Managers agree with the Partnership that, unless they have or shall have obtained, as the case may be, the prior written consent of the PartnershipRepresentatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Units Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405405 under the Act) required to be filed by the Partnership Company with the Commission or retained by the Partnership Company under Rule 433433 under the Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I II hereto. Any such free writing prospectus consented to by the Managers Representatives or the Partnership Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Partnership Company agrees that (ix) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (iiy) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
No Issuer Free Writing Prospectus. The Partnership Company agrees that, unless it has or shall have obtained the prior written consent of the ManagersManager, and the Managers agree Manager agrees with the Partnership Company that, unless they have it has or shall have obtained, as the case may be, the prior written consent of the PartnershipCompany, it has not made and will not make any offer relating to the Offered Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Partnership Company with the Commission or retained by the Partnership Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I II hereto. Any such free writing prospectus consented to by the Managers Manager or the Partnership Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Partnership Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
No Issuer Free Writing Prospectus. The Partnership Company agrees that, unless it has or shall have obtained the prior written consent of the Managers, and the Managers agree with the Partnership that, unless they have or shall have obtained, as the case may be, the prior written consent of the PartnershipRepresentatives, and each Underwriter and each Selling Stockholder, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Units Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405405 under the Act) required to be filed by the Partnership Company with the Commission or retained by the Partnership Company under Rule 433433 under the Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I III hereto. Any such free writing prospectus consented to by the Managers Representatives or the Partnership Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Partnership Company agrees that (ix) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (iiy) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Underwriting Agreement (Donnelley Financial Solutions, Inc.)