Offers to Sell. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (w) the Registration Statement, any preliminary prospectus and the Prospectus, and any amendment or supplement to any of the forgoing; and (x) any prospectus wrapper. All other promotional materials (including “road show slides” or “road show scripts”) prepared in connection with the marketing of the Securities (collectively, “Road Show Materials”) were used in accordance with Section 3. Each of the Road Show Materials and the prospectus wrapper is not inconsistent with the Registration Statement, any preliminary prospectus and the Prospectus, and when taken together with any preliminary prospectus and the Rule 430C Information, at the Applicable Time, did not contain any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Offers to Sell. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Notes, will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (y) the Registration Statement, any preliminary prospectus and the Prospectus, and any amendment or supplement to any of the forgoing; and (z) any prospectus wrapper. All Marketing Materials (as defined below) were used in accordance with Section 3. Each of the Marketing Materials and the prospectus wrapper is not inconsistent with the Registration Statement, any preliminary prospectus and the Prospectus, and when taken together with any preliminary prospectus and the Rule 430C Information, at the Applicable Time, did not contain any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Offers to Sell. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, and subject to the conditions set forth herein, the several Underwriters shall purchase and propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Pricing Prospectus and Prospectus.
Offers to Sell. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the IPO Securities, will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the IPO Securities other than (w) the Registration Statement, any preliminary prospectus and the Prospectus, and any amendment or supplement to any of the forgoing; (x) the Conveyance Documents; (y) the BDC Holdings Subscription Agreement; and (z) any prospectus wrapper. All other promotional materials (including “road show slides” or “road show scripts”) prepared in connection with the marketing of the Securities (collectively, “Road Show Materials”) were used in accordance with Section 3. Each of the Road Show Materials and the prospectus wrapper is not inconsistent with the Registration Statement, any preliminary prospectus and the Prospectus, and when taken together with any preliminary prospectus and the Rule 430A Information, at the Applicable Time, did not contain any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Offers to Sell. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and, without the prior written consent of the Representatives, will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the 0000 Xxx) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act or Rule 134 under the 1933 Act, (ii) any “advertisement” as defined in Rule 482 under the 1933 Act or (iii) any advertising, sales literature, press releases or other promotional material (including “prospectus wrappers,” “broker kits,” “road show scripts” and “electronic road show presentations”) authorized in writing by or prepared by the Company to be used in connection with the offering of the Notes and approved for use by the Representative (collectively, the “Marketing Materials”). The Marketing Materials (as amended or supplemented), at the time first used, at the Applicable Time and at the Closing Time and each Option Closing Time, complied and will comply in all material respects with the 1933 Act, have been or will be (within the time period specified in Rule 424, Rule 433 and/or Rule 497) filed in accordance with the 1933 Act (to the extent required thereby) and, when taken together with the General Disclosure Package, at the Applicable Time did not and at the Closing Time will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that none of the Company or the Adviser makes any representation or warranty with respect to any statements or omissions made in any Offering Materials in reliance upon and in conformity Underwriter Information.
Offers to Sell. 2.1 On the Initial Offer Date, the German Seller shall, by delivery, by fax or by e-mail in accordance with Clause 23.3 (Notices), of a duly completed Initial Offer Letter with attached thereto, or, in the case of delivery by e-mail, contained in the same e-mail, an up-to-date Receivables List by the Seller’s Agent (on behalf of the German Seller) to the Purchaser by no later than 2.00 p.m. (Paris time) on the Initial Offer Date, offer to sell to the Purchaser all of its right, title, interest and benefit, present and future, in and to (but excluding, for the avoidance of doubt, any of its obligations under) all, but not less than all, unless otherwise agreed in writing by the Parties, of the Relevant Receivables owing to it which were existing on the Initial Assessment Date, as listed in the relevant Receivables List, at a price, for each Offered Receivable, equal to the relevant Purchase Price.
Offers to Sell. Seller has not entered into any other -------------- contracts for the sale of the Property, nor do there exist any rights of first refusal or options to purchase the Property.
Offers to Sell a. From the period beginning December 22, 1997, through the remainder of the Term (the "Permitted Sales Period"), a Shareholder may transfer Shares under the provisions of this Section 5.
Offers to Sell. 3.1 On the Initial Offer Date by no later than 2:00 p.m. (Paris time), the Seller’s Agent (in the name and on behalf of the Italian Seller), by sending to the Purchaser by fax and then by registered mail with return receipt, a duly completed Initial Offer Letter with attached thereto an up-to-date Receivables List (both the Initial Offer Letter and the Receivables List duly signed and initialled on each page by the Seller’s Agent in the name and on behalf of the Italian Seller), shall offer to sell and assign to the Purchaser in accordance with the provisions of Law 52/91, absolutely and without recourse in case of default by the relevant Debtor (pro soluto), pursuant to article 1267 of the Italian Civil Code, all of the Italian Seller’s right, title, interest and benefit, in and to (but excluding, for the avoidance of doubt, any of the Italian Seller’s obligations under) all, but not less than all, unless otherwise agreed in writing between the Parties, of the Relevant Receivables owing to it which were existing on the Initial Assessment Date, as listed in the relevant Receivables List, at a price, for each Offered Receivable, equal to the relevant Purchase Price.
Offers to Sell. Section 2.1 Offers. From time to time, Seller may offer to Banc One one or more Loans for purchase by Banc One pursuant to one or more Delivery types, which Loans and the right to service such Loans, Seller desires to sell to Banc One. Seller shall comply with all provisions of the related Delivery Instructions applicable to any such offer. Any and all such sales and transfers shall be subject to the provisions of this Agreement and the related Delivery Instructions. Except as may be set forth in the Delivery Instructions for a specific Delivery, Banc One shall have no obligation to purchase any Loan offered by Seller.
