Common use of No Other Offering Materials Clause in Contracts

No Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Testing-the-Waters Communications are not covered by the foregoing); provided, however, that, except as set forth on Schedule III, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m) of this Agreement and, except as set forth on Schedule V, the Company has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v) of this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (ElectroCore, LLC), Purchase Agreement (ElectroCore, LLC)

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No Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Company, including any Testing-the-Waters Communications are not covered by the foregoing)Communication; provided, however, that, except as set forth on Schedule IIIII, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m4(a)(xv) of this Agreement and, except as set forth on Schedule V, the Company has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v2(a)(iv) of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Marker Therapeutics, Inc.)

No Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Testing-the-Waters Communications are not covered by the foregoingforegoing representation); provided, however, that, except as set forth on Schedule III, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m) of this Agreement andAgreement. In addition, except as set forth on attached in Schedule V, the Company has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v) of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (vTv Therapeutics Inc.)

No Other Offering Materials. The Company has not distributed and will not distribute distribute, without prior written notice to the Representatives, any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Testing-the-Waters Communications are not covered by the foregoing)Company; provided, however, that, that except as set forth on Schedule III, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m4(a)(xiii) of this Agreement and, except as set forth on Schedule V, the Company has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v) of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Neothetics, Inc.)

No Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities Shares and the ADSs other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Testing-the-Waters Communications are not covered by the foregoing)Company; provided, however, that, except as set forth on Schedule IIIII, the Company has not made and will not make any offer relating to the Securities Shares or the ADSs that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m4(a)(xv) of this Agreement and, except as set forth on Schedule V, the Company has not made and will not make any communication relating to the Securities Shares or the ADSs that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v2(a)(iv) of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Edap TMS Sa)

No Other Offering Materials. The Neither the Company nor the Subsidiary has not distributed and nor will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Testing-the-Waters Communications are not covered by the foregoing)Company; provided, however, that, except as set forth on Schedule III, neither the Company nor the Subsidiary has not made and nor will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m4(a)(xiii) of this Agreement and, except as set forth on Schedule V, neither the Company nor the Subsidiary has not made and or will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v) of this Agreement.

Appears in 1 contract

Samples: Form of Purchase Agreement (Habit Restaurants, Inc.)

No Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities and the Warrant Shares other than any Preliminary Prospectus, the Time of Sale Disclosure Package or Package, the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Testing-the-Waters Communications are not covered by the foregoing)Company; provided, however, that, except as set forth on Schedule IIIIV, the Company has not made and will not make any offer relating to the Securities or the Warrant Shares that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m4(a)(xiii) of this Agreement and, except as set forth on Schedule V, and the Company has not made and will not make any communication relating to the Securities or the Warrant Shares that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v) of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Progenity, Inc.)

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No Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities or other “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Testing-the-Waters Communications are not covered by the foregoing)Company; provided, however, that, except as set forth on Schedule III, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m4(a)(xiii) of this Agreement and, except as set forth on Schedule V, the Company has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v2(a)(iv) of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Surgalign Holdings, Inc.)

No Other Offering Materials. The Company has not not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Testing-the-Waters Communications are not covered by the foregoing)Company; provided, however, that, except as set forth on Schedule III, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m6(a)(xiii) of this Agreement and, except as set forth on Schedule V, the Company has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v2(e) of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (TCP International Holdings Ltd.)

No Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities Shares and the ADSs other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company (it being understood that Testing-the-Waters Communications are not covered by the foregoing)Company; provided, however, that, except as set forth on Schedule IIIII, the Company has not made and will not make any offer relating to the Securities Shares or the ADSs that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m‎4(a)(xvii) of this Agreement and, except as set forth on Schedule V, the Company has not made and will not make any communication relating to the Securities Shares or the ADSs that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 2(a)(v‎‎2(a)(v) of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Edap TMS Sa)

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