Common use of Notice to the Representatives Clause in Contracts

Notice to the Representatives. The Partnership will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act and (vii) of the receipt by the Partnership of any notice with respect to any suspension of the qualification of the Units for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Ares Management Lp), Underwriting Agreement (Ares Management Lp)

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Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and and, upon request, confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iiiiv) of any request by the U.S. Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the U.S. Commission relating to the Registration Statement or any other request by the U.S. Commission for any additional information, ; (ivv) of the issuance by the U.S. Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the U.S. Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Central European Distribution Corp), Underwriting Agreement (Central European Distribution Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, : (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (PayPal Holdings, Inc.), Underwriting Agreement (PayPal Holdings, Inc.)

Notice to the Representatives. The Partnership Company and Parent will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, misleading in the judgment of Parent and its counsel; (vi) of the receipt by the Partnership Company or Parent of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company or Parent of any notice with respect to (A) any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or (B) the initiation or threatening of any proceeding for such purpose; and each of the General Partner Company and the Partnership Parent will use its commercially reasonable best efforts efforts: (i) to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units and, Securities and (ii) if any such order is issued, will to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (VEREIT Operating Partnership, L.P.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by email), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the knowledge of the Company, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (MBX Biosciences, Inc.)

Notice to the Representatives. The Partnership During the Prospectus Delivery Period, the Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kratos Defense & Security Solutions, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement relating to the Securities or the Guarantees has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, information relating to the Registration Statement; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, Act during the Prospectus Delivery Period; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Joy Global Inc)

Notice to the Representatives. The Partnership will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership of any notice with respect to any suspension of the qualification of the Units for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Carlyle Group L.P.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectuspreliminary prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Offered Securities for offer and sale in any jurisdiction or the initiation or or, to the knowledge of the Company, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectuspreliminary prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Offered Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Annexon, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, at any time on or prior to the later of (x) the Prospectus Delivery Period and (y) the Closing Date, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Prospectus or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Prospectus or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Avalonbay Communities Inc)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingvia email, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Axon Enterprise, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company or Carnival plc of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company or Carnival plc of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner Company and the Partnership Carnival plc will use its their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Carnival PLC)

Notice to the Representatives. The During the Prospectus Delivery Period, the Company and the Operating Partnership will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement or amendment to the any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (including, without limitation, any document incorporated or deemed to be incorporated by reference in any of the foregoing) or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any of the Pricing Disclosure Package, or the Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Operating Partnership or the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Operating Partnership or the Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner Operating Partnership and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any of the Pricing Disclosure Package or the Issuer Free Writing Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Mid-America Apartments, L.P.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, effective prior to the later of (x) Closing or (y) the expiration of the Prospectus Delivery Period or otherwise relating to the Shares; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, information prior to the later of (x) Closing or (y) the expiration of the Prospectus Delivery Period; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or Time of Sale Information and the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or Time of Sale Information and the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Luminex Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which advice may be delivered via electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would include 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or or, the Company’s knowledge, the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cubic Corp /De/)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of the Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Time of Sale Information or any Issuer Free Writing Prospectus set forth on Annex A hereto or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kraft Heinz Co)

Notice to the Representatives. The Partnership During the Prospectus Delivery Period, the Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, information with respect thereto; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Aptargroup, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be done by electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each and, subject to the proviso at the end of Section 4(f) hereof, the General Partner and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (FNB Corp/Pa/)

Notice to the Representatives. The Company and the Operating Partnership will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement or amendment to the any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (including, without limitation, any document incorporated or deemed to be incorporated by reference in any of the foregoing) or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any of the Pricing Disclosure Package, or the Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; and (vivii) of the receipt by the Operating Partnership or the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Operating Partnership or the Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner Operating Partnership and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any of the Pricing Disclosure Package or the Issuer Free Writing Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Mid-America Apartments, L.P.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, : (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement Statement, or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or the existence of a condition within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of any of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (W. P. Carey Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, during the Prospectus Delivery Period; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, information in connection with this offering of Securities; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus Prospectus, as applicable, is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible thereafter the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Eastman Chemical Co)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (MTS Systems Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or to the knowledge of the Company, the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or to the knowledge of the Company, the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Immunome Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any the Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any the Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Banner Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viivi) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will to obtain the withdrawal of any such order as soon as reasonably possible the withdrawal after receipt thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Lam Research Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be in electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, the Company will use commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Amyris, Inc.)

Notice to the Representatives. The Partnership During the Prospectus Delivery Period, the Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus is delivered to a purchaserunder which they were made, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will use commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Concentrix Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, promptly (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or or, to the knowledge of the Company, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (First American Financial Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or, to the knowledge of the Company, the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or or, to the knowledge of the Company, the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Vera Therapeutics, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or threatening of any proceeding proceeding, if the Company gains knowledge of such proceeding, for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Healthequity Inc)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary ProspectusProspectus Supplement, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary ProspectusProspectus Supplement, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (BRP Group, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which advice may be delivered via e-mail), (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or or, to the Company’s knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the Company’s knowledge, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Energy Technologies, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (InvenTrust Properties Corp.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by email), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the knowledge of the Company, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or Package, the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain use reasonable best efforts to obtain, as soon as possible possible, the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (RayzeBio, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Depositary Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each and, subject to the proviso at the end of Section 4(f) hereof, the General Partner and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information or the Prospectus or suspending any such qualification of the Units Depositary Shares or the Preferred Stock and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Comerica Inc /New/)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event at any time within the Prospectus Delivery Period as a result of which any of the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company or any Guarantor of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company or any Guarantor of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner Company and the Partnership Guarantors will use its their commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary ProspectusProspectus the Time of Sale Information, any of the Pricing Disclosure Package Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will use commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Centennial Resource Development, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of the Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Time of Sale Information or any Issuer Free Writing Prospectus set forth on Annex A hereto or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kraft Heinz Foods Co)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be via electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the knowledge of the Company, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Silk Road Medical Inc)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has or to the ADR Registration Statement have been filed or becomes become effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iii) of any request by the Commission to the Company for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the issuance by any Chilean governmental or regulatory authority of any order suspending the related transactions in Chile described in the Registration Statement, the Pricing Disclosure Package or the Prospectus or preventing or suspending the use of any offering document of securities or the initiation or threatening of any proceeding for that purpose; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units ADSs or any other securities of the Company for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or Package, the Prospectus or offering documents used in Chile or suspending any such qualification of any securities of the Units Company and, if any such order is issued, will use its commercially reasonable efforts obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (United Breweries Co Inc)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which confirmation may be delivered via email), (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission any governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectusof the Time of Sale Information, any of the Pricing Disclosure Package, Issuer Free Writing Prospectus or the Prospectus or or, to the knowledge of the Company, the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within at any time prior to the Prospectus Delivery Period completion of the initial offering of the Offered Securities as a result of which any of the ProspectusTime of Sale Information, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or the Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectussuch Time of Sale Information, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or the Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Offered Securities for offer and sale in any jurisdiction or or, to the knowledge of the Company, the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Time of Sale Information or any Preliminary Prospectus, any of the Pricing Disclosure Package Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification of the Units Offered Securities and, if any such order is issued, will use its commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Air Lease Corp)

Notice to the Representatives. The Partnership Company and Parent will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, misleading in the judgment of Parent and its counsel; and (vi) of the receipt by the Partnership Company or Parent of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company or Parent of any notice with respect to (A) any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or (B) the initiation or threatening of any proceeding for such purpose; and each of the General Partner Company and the Partnership Parent will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (VEREIT Operating Partnership, L.P.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission SEC for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission SEC relating to the Registration Statement or any other request by the Commission SEC for any additional information, ; (ivv) of the issuance by the Commission SEC or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus Prospectus, or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus Prospectus, as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units ADSs for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units ADSs and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Canuelas Mill S.A.C.I.F.I.A.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (MTS Systems Corp)

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Notice to the Representatives. The Partnership During the Prospectus Delivery Period, the Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act or if the Company otherwise ceases to be eligible to use the automatic shelf registration form; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Walgreen Co)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (StepStone Group Inc.)

Notice to the Representatives. The Partnership State Treasury will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective, (ii) when any amendment to the Registration Statement has been filed or becomes effective, (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributedand to furnish the Representatives with copies thereof, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, preliminary prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, (vvi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when when, respectively, the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, (vivii) of the receipt by the Partnership State Treasury of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership State Treasury of any notice notification with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or or, to the State Treasury's knowledge, the initiation or threatening of any proceeding for such purpose; and each of and, to the General Partner and extent the Partnership will same is within its control, to use its reasonable best efforts to prevent the issuance of any such stop order, or of any order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary preliminary prospectus or the Prospectus, or of any of the Pricing Disclosure Package or the Prospectus or order suspending any such qualification of the Units Securities, or notification of any such order thereof and, if any such order is issued, will to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Poland Republic Of)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes become effective, ; (ii) when any supplement to the Prospectus or any amendment to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus Testing-the-Waters Communication has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communications; (iv) of the issuance receipt by the Commission Company of any order of the Commission suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or the Prospectus or any Written Testing-the-Waters communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will use commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (T-Mobile US, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will use its commercially reasonable efforts to obtain as soon as possible reasonably practicable the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Microchip Technology Inc)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Heico Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will use its commercially reasonable efforts to obtain as soon as possible practicable the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Amdocs LTD)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (J M SMUCKER Co)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or or, to the Company’s knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the Company’s knowledge, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Penumbra Inc)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement or the ADS Registration Statement has become effective; (ii) when any amendment to the Registration Statement or the ADS Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iiiiv) of any request by the Commission SEC for any amendment to the Registration Statement or the ADS Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission SEC relating to the Registration Statement or the ADS Registration Statement or any other request by the Commission SEC for any additional information, ; (ivv) of the issuance by the Commission SEC of any order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission SEC to the use of the Registration Statement, the ADS Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Offered Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement or the ADS Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Offered Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Southeast Airport Group)

Notice to the Representatives. The Partnership Until the end of the Prospectus Delivery Period, the Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any Time of the Pricing Disclosure PackageSale of Information or any Issuer Free Writing Prospectus, or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, any Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Information, any of the Pricing Disclosure Package Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (NMI Holdings, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (CSW Industrials, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when each of the Registration Statement, the ADS Registration Statement and the Form 8-A Registration Statement has become effective; (ii) when any amendment to the Registration Statement or the ADS Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement, the ADS Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the ADS Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Offered Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement or the ADS Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Offered Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kingsoft Cloud Holdings LTD)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which advice may be delivered via e-mail), (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or or, to the Company’s knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the Company’s knowledge, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Energy Technologies, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, any amendment to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iii) (a) of any request by the Commission for any amendment to the Registration Statement or Statement, (b) of any amendment or supplement to the Prospectus or Prospectus, (c) of the receipt of any comments from from, or requests for additional information by, the Commission relating to the Registration Statement or (d) within the Prospectus Delivery Period, of any other request by the Commission for any additional information, ; (iv) upon receipt of notice of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its all reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (United States Steel Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be delivered by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the knowledge of the Company, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (NeuroPace Inc)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the ProspectusTime of Sale Information, or any Issuer Free Writing the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will attempt to obtain as soon promptly as possible practicable the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Eldorado Resorts, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement and the ADR Registration Statement have each become effective; (ii) when any amendment to the Registration Statement or the ADR Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, the ADR Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus or the ADR Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or the ADR Registration Statement or any amendment or supplement to the Prospectus or the ADR Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the ADR Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or the ADR Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus, the ADR Prospectus or the Prospectus any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the ADR Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the ADR Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units ADSs or the Common Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement or the ADR Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Package, the Prospectus or the ADR Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units ADSs or the Common Shares and, if any such order is issued, will use its best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (DoubleDown Interactive Co., Ltd.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, at any time on or prior to the later of (x) the Prospectus Delivery Period and (y) the Closing Date, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Prospectus or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Prospectus or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of viii)of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Notes and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Avalonbay Communities Inc)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by email), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or the Pricing Disclosure Package, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the Company’s knowledge, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or Package, the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Twist Bioscience Corp)

Notice to the Representatives. The Partnership During the Prospectus Delivery Period, the Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, information with respect thereto; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act or if the Company otherwise ceases to be eligible to use the automatic shelf registration form; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Prospectus or the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Walgreens Boots Alliance, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement and the Belgian Listing Prospectus has become effective; (ii) when any amendment to the Registration Statement and the Belgian Listing Prospectus has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or the Belgian Listing Prospectus or any amendment to the Prospectus has been filed or distributed, filed; (iiiiv) of any request by the Commission or the FSMA for any amendment to the Registration Statement or the Belgian Listing Prospectus or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission or the FSMA relating to the Registration Statement or the Belgian Listing Prospectus or any other request by the Commission or the FSMA for any additional informationinformation including, but not limited to, any request for information concerning any Written Testing-the-Waters Communication; (ivv) of the issuance by the Commission or the FSMA of any order suspending the effectiveness of the Registration Statement or the Belgian Listing Prospectus or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus, the Belgian Listing Prospectus or the Prospectus any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus, the Belgian Listing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus is delivered to a purchaserunder which they were made, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any applicable jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the Belgian Listing Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Securities and, if any such order is issued, will to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (TiGenix NV)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by email), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus Prospectus, or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure PackageTime of Sale Information, or the Prospectus or the initiation or or, to the Company’s knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure PackageTime of Sale Information, or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure PackageTime of Sale Information, or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, (vi) of the receipt by the Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act ; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or or, to the Company’s knowledge, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or Time of Sale Information, the Prospectus or suspending any such qualification of the Units Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Nevro Corp)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the knowledge of the Company, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will use its best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cardlytics, Inc.)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction jurisdiction, or the initiation or or, to the knowledge of the Company, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units Shares and, if any such order is issued, will use reasonable efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (InflaRx N.V.)

Notice to the Representatives. The Partnership Company will advise the Representatives Representative promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective, ; (iiiii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, ; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, Package or the Prospectus or the initiation or or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (vvi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vivii) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (viiviii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Shares for offer and sale in any jurisdiction or the initiation or or, to the knowledge of the Company, threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Intrexon Corp)

Notice to the Representatives. The Partnership Transaction Entities will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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 existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Transaction Entities of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Transaction Entities of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Transaction Entities will use its their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Preliminary Prospectus, any the Time of the Pricing Disclosure Package Sale Information, an Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cousins Properties Inc)

Notice to the Representatives. The Partnership Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, ; (ii) when any supplement to the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed, filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of the Pricing Disclosure Package, Sale Information or the any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, ; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would 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, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, ; (vi) of the receipt by the Partnership Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Act; and (vii) of the receipt by the Partnership Company of any notice with respect to any suspension of the qualification of the Units Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the General Partner and the Partnership Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus Prospectus, or suspending any such qualification of the Units Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Take Two Interactive Software Inc)

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