No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, and at each Settlement Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG furnished to the Company by BTIG expressly for use therein.
Appears in 2 contracts
Samples: At the Market Sales Agreement (SFL Corp Ltd.), At the Market Sales Agreement (Scorpio Tankers Inc.)
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, thereof and at each Settlement all times subsequent thereto up to the Closing Date, as the case may bedid not, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did does not and will not contain an any untrue statement of a material fact, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , except, in each case, that the representations and warranties set forth in this subsection shall Section 4(c) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchaser and furnished to the Company in writing by BTIG the Initial Purchaser expressly for use thereinin the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.
Appears in 2 contracts
Samples: Purchase Agreement (Forbes Energy Services Ltd.), Purchase Agreement (Forbes Energy Services Ltd.)
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effectivedate thereof, did not and, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under all times subsequent thereto through the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not and, at the time of each sale of the Securities and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Issuers Additional Written Communication, if any, when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company Issuers in writing by BTIG such Initial Purchaser through the Representative expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction.
Appears in 1 contract
Samples: Purchase Agreement (DriveTime Car Sales Company, LLC)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an did not contain any untrue statement of a material fact or omitted 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, (iii) the Offering Memorandum, as of its date or 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 and (iv) each Issuer Free Writing Document (as defined below), when taken together with the General Disclosure Package, did not, as of the Applicable Time, 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. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements contained in or omissions omitted from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG furnished to the Company Partnership by BTIG expressly or on behalf of any Initial Purchaser through the Representatives specifically for use or inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
Samples: Purchase Agreement (American Midstream Partners, LP)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Applicable Time, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the First Closing Date and each applicable Option Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the First Closing Date and each applicable Option Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company in writing by BTIG the Initial Purchasers through the Representatives expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 9(b). No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
Samples: Purchase Agreement (Amphastar Pharmaceuticals, Inc.)
No Material Misstatement or Omission. At the respective times each of the Registration Statement Statement, any registration statement to be filed to register the offer and each amendment thereto became effective, at each deemed effective date with respect to BTIG sale of the Securities pursuant to Rule 430B(f)(2462(b) under the Securities Act, Act (a “Rule 462(b) Registration Statement”) and at each Settlement Date, any post-effective amendments thereto became or becomes effective and as of the case may bedate hereof, the Registration Statement, any Rule 462(b) Registration Statement complied, complies and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act Act. At the respective times, each prospectus and any amendment or supplement thereto, at the applicable rules time each was filed with the Commission, complied and regulations will comply in all material respects with the requirements of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act). The Registration Statement, as of the date hereof and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Datetheir respective dates, and at each Applicable TimeTime and Settlement Date, as the case may be, included, includes included or will include an untrue statement of a material fact or omitted or will 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG furnished to the Company by BTIG the Agents expressly for use therein.
Appears in 1 contract
Samples: At the Market Sales Agreement (Claros Mortgage Trust, Inc.)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations Time of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Sale, and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, at the time each Company Additional Written Communication was made, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG furnished to the Company in writing by BTIG the Initial Purchaser expressly for use thereinin the Time of Sale Document, the Final Offering Memorandum or Company Additional Written Communication as set forth in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction in which the Securities are proposed to be sold by the Initial Purchaser, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company or the Guarantors, is threatened.
Appears in 1 contract
No Material Misstatement or Omission. At On the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, and at each Settlement Effective Date, as the case may be, the Registration Statement complieddid or will, complies and will when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any Option Closing Date (as defined herein) the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the applicable Exchange Act and the respective rules thereunder; on the Effective Date and regulations of at the Commission thereunder (including Rule 415(a)(1)(x) under Execution Time, the Securities Act), and Registration Statement did not and or will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ; and, on the Effective Date, the Base Prospectus, when so if not filed with pursuant to Rule 424(b), will not, and on the Commission under date of any filing pursuant to Rule 424(b) under and on the Securities Act, complied, complies Closing Date and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor on any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Option Closing Date, and at each Applicable Timethe Final Prospectus (together with any supplement thereto) will not, as the case may be, included, includes or will include an any untrue statement of a material fact or omitted or will 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. The ; provided, however, that the TCP Parties make no representations and or warranties in this subsection shall not apply as to statements the information contained in or omissions omitted from the Registration Statement, Statement or the Final Prospectus (or any amendments or supplements thereto made supplement thereto) in reliance upon and in conformity with written information relating to BTIG furnished in writing to the Company Partnership by BTIG expressly or on behalf of any Underwriter through Citigroup Global Markets Inc. specifically for use thereininclusion in the Registration Statement or the Final Prospectus (or any supplement thereto). Each of the statements made by the Partnership in such documents within the coverage of Rule 175(b) under the Act, including (but not limited to) any statements with respect to the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. The Incorporated Documents heretofore filed with the Commission, when they were filed, conformed in all material respects to the requirements of the Exchange Act and did not, as of the time each such document was filed, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Any further Incorporated Documents so filed will, when they are filed, conform in all material respects to the requirements of the Exchange Act and will not, as of the time each such document is filed, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will did not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit E or used pursuant to Section 3(p) (including any electronic road show) and each Permitted General Solicitation (as defined below), when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements in or omissions from the Registration StatementOffering Memorandum, the Prospectus General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG furnished to the Company by BTIG any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
Samples: Purchase Agreement (Memorial Resource Development Corp.)
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effectiveApplicable Time (as defined below), did not and, at each deemed effective date the Closing Date (as amended or supplemented in accordance with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, and at each Settlement Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Actthis Agreement), and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, and at the Closing Date (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, as of the Applicable Time, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company or any Guarantor in writing by BTIG or on behalf of the Initial Purchasers expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum. “Applicable Time” means 3:15 p.m., New York City time, on the date of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Acadia Healthcare Company, Inc.)
No Material Misstatement or Omission. At (i) Neither the respective times Time of Sale Document, nor any amendment or supplement thereto, as of the Registration Statement Time of Sale and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under as of the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and contained or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectusomitted, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted omits or will 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. The , and (ii) the Final Offering Memorandum, as of the date hereof and as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this subsection shall Section 4(b) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company in writing by BTIG the Representative expressly for use thereinin the Preliminary Offering Memorandum or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Initial Purchaser to the Company consists of the information described in Section 13 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom. The Company has not distributed, and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as did not and, at the case may beClosing Date, included, includes or will not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below), when taken together with the General Disclosure Package, as of the Applicable Time, did not and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements in or omissions from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser furnished to the Company by BTIG such Initial Purchaser through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus Time of Sale Document, nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedthereto, as of the date hereof, thereof and at each Representation all times subsequent thereto up to the Closing Date, did not and at each Applicable Time, as the case may be, included, includes or will include an does not contain any untrue statement of if a material fact fact, or omitted or will omit omits to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (ii) the CIM, and at the time of each sale of the Regulation S Notes and at the Closing Date, as then amended or supplemented, if applicable, did not and will not, contain any untrue statement of a material fact, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except that the representations and warranties set forth in this subsection shall Section 3(a) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company in writing by BTIG the Initial Purchasers expressly for use thereinin the Time of Sale Document or the CIM or any amendment or supplement thereto. No injunction or order has been issued that either (i) asserts that any of the transactions contemplated by the Regulation S Purchase Documents is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Regulation S Notes or the use of the Time of Sale Document, the CIM or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included or to be included in the CIM has omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the CIM has been omitted or will be omitted therefrom.
Appears in 1 contract
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effectivedate thereof, did not and, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under all times subsequent thereto through the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not and, at the time of each sale of the Securities and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company in writing by BTIG the Initial Purchasers expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum.
Appears in 1 contract
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effectiveApplicable Time (as defined below), did not and, at each deemed effective date the Closing Date (as amended or supplemented in accordance with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, and at each Settlement Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Actthis Agreement), and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, and at the Closing Date (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, as of the Applicable Time, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company or any Guarantor in writing by BTIG or on behalf of the Initial Purchasers expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum. “Applicable Time” means 11:54 a.m., New York City time, on the date of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Acadia Healthcare Company, Inc.)
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effectiveApplicable Time, did not and, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under all times subsequent thereto through the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not and, at the time of each sale of the Securities and at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statementomissions, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company or the Guarantors in writing by BTIG the Initial Purchasers expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Igate Corp)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations Time of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Sale, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of its date, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company in writing by BTIG any Initial Purchaser through the Representatives expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
Samples: Purchase Agreement (Perficient Inc)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations Time of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Sale, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict in any material respect with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company in writing by BTIG any Initial Purchaser through the Representative expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company and the Guarantors, is contemplated.
Appears in 1 contract
Samples: Purchase Agreement (BioScrip, Inc.)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, and at each Settlement DateThe Prospectus when filed complied and, as the case may beamended or supplemented, the Registration Statement compliedif applicable, complies and will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and the applicable rules and regulations did not and, as of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)each Settlement Date, and if any, did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or with respect to the Prospectus, necessary to make the statements therein in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments as amended or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedsupplemented, as of the date hereof, at each Representation Dateits date, and at as of each Applicable Timeof the Settlement Dates, as the case may beif any, included, includes or will include an not contain any untrue statement of a material fact or omitted or will 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. The representations and warranties set forth in this subsection shall the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus Prospectus, or any amendments or supplements thereto thereto, made in reliance upon and in conformity with written information relating to BTIG HCW furnished to the Company in writing by BTIG HCW expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.
Appears in 1 contract
Samples: Sales Agreement (XOMA Corp)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations Time of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Sale, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of its date, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchaser and furnished to the Company in writing by BTIG the Initial Purchaser expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will did not include an any untrue statement of a material fact or omitted 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, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date (as defined below), will not include 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 and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D(2) hereto, as of the date thereof, when taken together with the General Disclosure Package, did not, and, at 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. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements in or omissions from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG furnished in writing to the Company by BTIG or on behalf of any Initial Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. At (i) the respective times Shelf Prospectus and Prospectus Supplement, as of the Registration Statement and each amendment thereto became effectivedate thereof, did not, and, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed misleading and (ii) each Company Additional Written Communication does not conflict with the Commission under Rule 424(b) under information contained in the Securities Act, complied, complies Shelf Prospectus and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunderProspectus Supplement, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXwhen taken together, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements theretodid not, and, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Closing Date, and at each Applicable Time, as the case may be, included, includes or will include an not contain any untrue statement of a material fact or omitted or will 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. The , except in each case that the representations and warranties set forth in this subsection shall Section 4 do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Investor and furnished to the Company in writing by BTIG the Investor expressly for use in the Prospectus Supplement. Any reference to the Shelf Prospectus and Prospectus Supplement shall be deemed to refer to and include all documents incorporated or deemed to be incorporated by reference therein. No injunction or order has been issued that would prevent or suspend the issuance or sale of any of the Securities or the use of the Shelf Prospectus and Prospectus Supplement in any jurisdiction outside the U.S. or inside the U.S. under the U.S. Registration Statement, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. At (i) the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, and at each Settlement DateGeneral Disclosure Package, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Applicable Time, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedOffering Memorandum, as of the date hereofthereof, did not and, at each Representation the Closing Date, and at each Applicable Time, as the case may be, included, includes or will not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (iii) each Issuer Free Writing Document (as defined below) set forth on Exhibit E, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements in or omissions from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser furnished to the Company by BTIG such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Applicable Time, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, at the time such Company Additional Written Communication was made did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to Kratos in writing by the Company by BTIG Initial Purchasers expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Kratos Defense & Security Solutions, Inc.)
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effectivedate thereof, did not and, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under all times subsequent thereto through the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company Issuers in writing by BTIG the Initial Purchasers expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations Time of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Sale, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) no Company Additional Written Communication conflicts with the information contained in the Time of Sale Document or the Final Offering Memorandum, or when taken together with the Time of Sale Document, contained or, at the Closing Date, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company in writing by BTIG any Initial Purchaser through the Representatives expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 14. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
Samples: Purchase Agreement (Aegerion Pharmaceuticals, Inc.)
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effectiveApplicable Time, did not and, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under all times subsequent thereto through the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not and, at the time of each sale of the Securities and at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statementomissions, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company or the Guarantor in writing by BTIG the Initial Purchasers expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Igate Corp)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities ActThe Time of Sale Document, and any amendment or supplement thereto, as of the date thereof and at each Settlement all times subsequent thereto up to the Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will does not contain an any untrue statement of a material fact fact, or omit omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectustherein, when so filed with in the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements light of the Securities Act circumstances under which they were made, not misleading and (ii) the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements theretoFinal Offering Circular, at the time of each sale of the Prospectus or any such amendment or supplement was issuedNotes and at the Closing Date, as of then amended or supplemented by the date hereofCo-Issuers, at each Representation Dateif applicable, did not and at each Applicable Timewill not, as the case may be, included, includes or will include an contain any untrue statement of a material fact fact, or omitted or will 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. The , except that the representations and warranties set forth in this subsection shall Section 4(a) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchaser and furnished to the Company Co-Issuers in writing by BTIG the Initial Purchaser expressly for use thereinin the Preliminary Offering Circular or the Final Offering Circular or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Circular or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Circular has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Circular has been omitted therefrom.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will did not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below), when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements in or omissions from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser furnished to the Company by BTIG such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effectiveTime of Sale, did not and, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company in writing by BTIG any Initial Purchaser through the Representatives expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or, to the knowledge of the Company, is pending or is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations Time of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Sale, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document did not, and, at the Closing Date, xxxx not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company in writing by BTIG any Initial Purchaser through the Representatives expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and, to the knowledge of the Company, no proceeding for either such purpose has commenced, is pending or is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. At (i) The Time of Sale Document as of the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities ActTime of Sale did not, and at each Settlement the Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectustherein, when so filed with in the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements light of the Securities Act circumstances under which they were made, not misleading and (ii) the applicable rules and regulations of Final Offering Memorandum as then amended or supplemented by the Commission thereunderCompany, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements theretoif applicable, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Closing Date, and at each Applicable Time, as the case may be, included, includes or will include an not contain any untrue statement of a material fact fact, or omitted or will 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. The representations and warranties ; provided, however, that the Company makes no representation or warranty with respect to any statement contained in this subsection shall not apply to statements in the Time of Sale Document or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made Final Offering Memorandum in reliance upon and in conformity with written information relating to BTIG concerning the Initial Purchaser and furnished in writing by the Initial Purchaser to the Company by BTIG expressly for use thereinin the Time of Sale Document or Final Offering Memorandum, which information, for the avoidance of doubt, solely consists of (a) the fifth sentence of the sixth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (b) the paragraph under the subheading “Stabilization” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (c) the paragraph under the subheading “Notice to Investors in the United Kingdom” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (d) the paragraph under the subheading “Notice to Investors in the European Union” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum and (e) the marketing name of the Initial Purchaser appearing on the front and back covers of the Preliminary Offering Memorandum and the Final Offering Memorandum.
Appears in 1 contract
No Material Misstatement or Omission. At (i) Neither the respective times Time of Sale Document, nor any amendment or supplement thereto, as of the Registration Statement Time of Sale and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under as of the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and contained or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectusomitted, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted omits or will 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. The , and (ii) the Final Offering Memorandum, as of the date hereof and as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this subsection shall Section 4(b) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company in writing by BTIG the Representatives expressly for use thereinin the Preliminary Offering Memorandum or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Initial Purchaser to the Company consists of the information described in Section 13 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom. The Company has not distributed, and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum.
Appears in 1 contract
No Material Misstatement or Omission. At (i) The General Disclosure Package, as of the respective times the Registration Statement and each amendment thereto became effectiveApplicable Time, did not and, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under all times subsequent thereto through the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Circular, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each Supplemental Marketing Material, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Purchasers and furnished to the Company in writing by BTIG the Purchasers expressly for use thereinin the General Disclosure Package or the Final Offering Circular as set forth in Section 8(b). No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Offered Securities or the use of the General Disclosure Package or the Final Offering Circular in any jurisdiction. No statement of material fact included in the Final Offering Circular has been omitted from the General Disclosure Package, and no statement of material fact included in the General Disclosure Package has been omitted from the Final Offering Circular.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will did not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document set forth on Schedule E, when taken together with the General Disclosure Package, as of the Applicable Time, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements in or omissions from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser furnished to the Company by BTIG such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Applicable Time, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, at the time such Company Additional Written Communication was made did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company Issuers in writing by BTIG the Initial Purchasers expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum. “Applicable Time” means 2:25 p.m., New York City time, on the date hereof or such other time as may be agreed upon in writing by Kratos and Jefferies.
Appears in 1 contract
Samples: Purchase Agreement (Kratos Defense & Security Solutions, Inc.)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities Act, and at each Settlement DateThe Prospectus when filed complied and, as the case may beamended or supplemented, the Registration Statement compliedif applicable, complies and will comply in all material respects with the requirements Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and the applicable rules and regulations did not and, as of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)each Settlement Date, and if any, did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or with respect to the Prospectus, necessary to make the statements therein in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments as amended or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedsupplemented, as of the date hereof, at each Representation Dateits date, and at as of each Applicable Timeof the Settlement Dates, as the case may beif any, included, includes or will include an not contain any untrue statement of a material fact or omitted or will 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. The representations and warranties set forth in this subsection shall the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus Prospectus, or any amendments or supplements thereto thereto, made in reliance upon and in conformity with written information relating to BTIG the Agent furnished to the Company in writing by BTIG the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.
Appears in 1 contract
No Material Misstatement or Omission. At (i) The Time of Sale Document, as of the respective times the Registration Statement and each amendment thereto became effectivedate thereof, did not and, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under all times subsequent thereto through the Securities Act, and at each Settlement Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Circular, as of the date thereof, did not and, at the time of the sale of the Securities and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication, when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchaser and furnished to the Company in writing by BTIG the Initial Purchaser expressly for use thereinin the Time of Sale Document or the Final Offering Circular as set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Circular in any jurisdiction. No statement of material fact included in the Final Offering Circular has been omitted from the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Circular.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations Time of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Sale, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company in writing by BTIG any Initial Purchaser expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will did not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) any electronic road show (other than any Permitted General Solicitation (as defined below)), together with the General Disclosure Package, did not as of the Applicable Time, and at the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each general solicitation listed on Exhibit E-2 hereto (each such solicitation, a “Permitted General Solicitation”), together with the General Disclosure Package, did not as of the Applicable Time, and at the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) each Issuer Free Writing Document (as defined below) set forth on Exhibit E-1, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements in or omissions from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document, any Permitted General Solicitation or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser furnished to the Company by BTIG such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
Samples: Purchase Agreement (E.W. SCRIPPS Co)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities ActThe Time of Sale Document, and any amendment or supplement thereto, as of the date thereof and at each Settlement all times subsequent thereto up to the Closing Date, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act), and did not and will does not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectusfact, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will omit omits to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, and at the time of each sale of the Notes and at the Closing Date, as then amended or supplemented, if applicable, did not and will not, contain any untrue statement of a material fact, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations , provided, however, that the Company and warranties in this subsection shall not apply Guarantors make no representation or warranty as to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG the Initial Purchasers and furnished to the Company in writing by BTIG the Initial Purchasers expressly for use thereinin the Preliminary Offering Memorandum or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchasers to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the transactions contemplated by the Transaction Documents (the “Transactions”) is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations Time of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Sale, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will include an untrue statement of a material fact or omitted or will 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. The , (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG any Initial Purchaser and furnished to the Company in writing by BTIG any Initial Purchaser through the Representative expressly for use thereinin the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.
Appears in 1 contract
Samples: Purchase Agreement (inContact, Inc.)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2) under the Securities ActThe Prospectus when filed complied, and at each Settlement Dateas amended or supplemented, as the case may beif applicable, the Registration Statement complied, complies and will comply in all material respects with the requirements Securities Act. Each of the Securities Act Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the applicable rules time it became or becomes effective or its date, as applicable, and regulations as of the Commission thereunder (including Rule 415(a)(1)(x) under each Settlement Date, complied or will comply in all material respects with the Securities Act), and as of each effective date and each Settlement Date, did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments as amended or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedsupplemented, as of its date, did not and, as of each of the date hereof, at each Representation Settlement Date, and at each Applicable Time, as the case may be, included, includes or will include an not contain any untrue statement of a material fact or omitted or will 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. The Incorporated Documents did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this subsection shall the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus Prospectus, or any amendments or supplements thereto thereto, made in reliance upon and in conformity with written information relating to BTIG the Agent furnished to the Company in writing by BTIG the Agent expressly for use therein. There are no contracts or other documents required to be described in the Registration Statement or filed as exhibits to the Registration Statement that are not described and filed as required.
Appears in 1 contract
Samples: Sales Agreement (Codexis, Inc.)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will did not include an any untrue statement of a material fact or omitted 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, (iii) the Offering Memorandum, as of its date or as of the Closing Date, will not include 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 and (iv) each Issuer Free Writing Document (as defined below), when taken together with the General Disclosure Package, did not, as of the Applicable Time, include 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. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements contained in or omissions omitted from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG furnished to the Company Partnership by BTIG expressly or on behalf of any Initial Purchaser through the Representative specifically for use or inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
Samples: Purchase Agreement (American Midstream Partners, LP)
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective(i) Each document, at each deemed effective date with respect if any, filed or to BTIG be filed pursuant to Rule 430B(f)(2) under the Securities Act, Exchange Act and at each Settlement Date, as incorporated by reference in the case may be, Time of Sale Prospectus or the Registration Statement complied, complies and Prospectus complied or will comply when so filed in all material respects with the requirements of the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder thereunder, (including Rule 415(a)(1)(xii) under each part of the Securities Act)Registration Statement, when such part became effective, did not contain, and did not and each such part, as amended or supplemented, if applicable, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when so filed with (iii) the Commission under Rule 424(bRegistration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) under the Securities ActRegistration Statement and the Prospectus comply, compliedand as amended or supplemented, complies and if applicable, will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each Prospectus furnished to BTIG for use sale of the Securities in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither when the Prospectus nor any amendments or supplements thereto, is not yet available to prospective purchasers and at the time Closing Date (as defined in Section 4) and any Option Closing Date (as defined in Section 2), the Prospectus or any such amendment or supplement was issuedTime of Sale Prospectus, as of then amended or supplemented by the date hereofCompany, at each Representation Dateif applicable, and at each Applicable Timewill not, as the case may be, included, includes or will include an contain any untrue statement of a material fact or omitted or will 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. The , (vi) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this subsection shall paragraph do not apply to (A) statements in or omissions from in the Registration Statement, the Time of Sale Prospectus, broadly available road show materials or the Prospectus or any amendments or supplements thereto made in reliance based upon and in conformity with written information relating to BTIG any Underwriter furnished to the Company in writing by such Underwriter through the Manager expressly for use therein or (B) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee. For purposes of this Agreement, the only information furnished to the Company by BTIG expressly for use thereinany Underwriter through the Manager is the information in the first sentence in the third paragraph in the Prospectus under the heading “Underwriting.”
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will did not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit F(2), as of the date thereof, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements in or omissions from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG furnished to the Company by BTIG any Initial Purchaser through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Preliminary Offering Memorandum, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)date thereof, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedGeneral Disclosure Package, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be, included, includes or will did not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit E, as of the date thereof, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall the preceding paragraph do not apply to statements in or omissions from the Registration StatementPreliminary Offering Memorandum, the Prospectus Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendments amendment or supplements thereto supplement to any of the foregoing made in reliance upon and in conformity with written information relating to BTIG furnished to the Company by BTIG or on behalf of any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section 6(b) hereof.
Appears in 1 contract
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to BTIG pursuant to Rule 430B(f)(2(i) under the Securities Act, and at each Settlement DateThe Time of Sale Document, as the case may be, the Registration Statement complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations Time of the Commission thereunder (including Rule 415(a)(1)(x) under the Securities Act)Sale, and did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, when so filed with (ii) the Commission under Rule 424(b) under the Securities Act, complied, complies and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and each Prospectus furnished to BTIG for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issuedPlacement Memorandum, as of the date hereofthereof, did not, and, at each Representation the Closing Date, and at each Applicable Time, as the case may be, included, includes or will not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Placement Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in No injunction or omissions from order has been issued that either (i) asserts that any of the Registration Statement, the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information relating to BTIG furnished Transactions is subject to the Company by BTIG expressly registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Placement Memorandum in any jurisdiction, and no proceeding for use therein.either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated
Appears in 1 contract
Samples: Purchase Agreement (Cyan Inc)
