Common use of No Material Misstatements or Omissions in the Registration Statement or Prospectus Clause in Contracts

No Material Misstatements or Omissions in the Registration Statement or Prospectus. To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any Issuer Free Writing Prospectus are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, such Preliminary Prospectus and the Registration Statement did not, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) and any such Issuer Free Writing Prospectus did or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood and agreed that the only such information furnished by such Selling Stockholder consists of (A) the legal name, address and the number of shares of Common Stock owned by such Selling Stockholder, and (B) the other information with respect to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each Selling Stockholder, the “Selling Stockholder Information”). The sale of Shares by such Selling Stockholder pursuant hereto is not prompted by any information concerning the Company or the Subsidiaries which is not set forth in the Pricing Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (C&J Energy Services, Inc.), C&J Energy Services, Inc.

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No Material Misstatements or Omissions in the Registration Statement or Prospectus. To On each Effective Date, at the extent that any statements Execution Time, at each Applicable Time, at each Settlement Date and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 under the Securities Act Regulations, or omissions made in through compliance with Rule 172 of the Registration Statement, any Preliminary Prospectus, the Prospectus Securities Act Regulations or any amendment similar rule) in connection with any offer or supplement thereto or any Issuer Free Writing Prospectus are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use thereinsale of Units, such Preliminary Prospectus and the Registration Statement did not, complied and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed will comply in all material respects with the Commission, as requirements of the case may be, Securities Act and did not and will not, as applicable, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. On the date of any filing pursuant to Rule 424(b) under the Securities Act Regulations, at the Execution Time, at each Applicable Time, on each Settlement Date and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 under the Securities Act Regulations, or through compliance with Rule 172 under the Securities Act Regulations or any similar rule) in connection with any offer or sale of Units, the case of a Preliminary Prospectus or (together with any supplement thereto) complied and will comply in all material respects with the Prospectus, in the light applicable requirements of the circumstances under which they were made) Securities Act and any such Issuer Free Writing Prospectus the Exchange Act and did or not and will not contain include any untrue statement of a material fact or omit to state any 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 the preceding paragraphs of this Section 2(b) do not apply to statements in or omissions from the Registration Statement, any Prospectus or any amendment or supplement to either the foregoing made in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of any Manager expressly for use therein, it being understood and agreed that the only such information furnished by such Selling Stockholder or on behalf of any Manager as aforesaid consists of (Athe information described as such in Section 7(b) hereof. The copies of the legal name, address Registration Statement and any amendments to any of the foregoing and the number copies of shares each Prospectus and any amendments or supplements thereto, that have been or subsequently are delivered to anyManager in connection with the offering of Common Stock owned by such Selling Stockholder, and Units (B) whether to meet the other information with respect request of purchasers pursuant to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotesRule 173(d) under the caption “Principal Securities Act Regulations or otherwise) are and Selling Stockholders” (will be identical to the electronically transmitted copies thereof filed with respect the SEC pursuant to each Selling StockholderXXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “Selling Stockholder Information”). The sale delivery” or “furnishing” of Shares by such Selling Stockholder pursuant hereto is not prompted by any information concerning of the Company or the Subsidiaries which is not set forth in the Pricing Prospectusforegoing documents to any Manager, and any similar terms, include, without limitation, electronic delivery.

Appears in 1 contract

Samples: Equity Distribution Agreement (NGL Energy Partners LP)

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No Material Misstatements or Omissions in the Registration Statement or Prospectus. To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any Issuer Free Writing Prospectus are made in reliance upon and in conformity with written information furnished to the Company by such the Selling Stockholder expressly for use therein, such Preliminary Prospectus and the Registration Statement did not, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) and any such Issuer Free Writing Prospectus did or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood and agreed that the only such information furnished by such the Selling Stockholder consists of (A) the legal name, address and the number of shares of Common Stock owned by such the Selling Stockholder, and (B) the other information with respect to such the Selling Stockholder (excluding percentages) which appear appears in the table (and corresponding footnotes) under the caption “Principal and The Selling StockholdersStockholder” (with respect to each Selling Stockholder, the “Selling Stockholder Information”). The sale of Shares by such the Selling Stockholder pursuant hereto is not prompted by any information concerning the Company or the Subsidiaries which is not set forth in the Pricing Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (C&J Energy Services, Inc.)

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