Permitted Free Writing Documents. Each of the Partnership Parties (including their agents and representatives, other than the Initial Purchasers in their capacities as such) represents, warrants and agrees that it has not prepared, made, used, authorized, approved or referred to and, unless it obtains the prior written consent of the Representative, it will not prepare, make, use, authorize, approve or refer to, any (i) offer relating to the Securities that (if the offering of the Securities was made pursuant to a registered offering under the 0000 Xxx) would constitute an “Issuer Free Writing Prospectus” (as defined in Rule 433 under the 0000 Xxx) or that would constitute a “free writing prospectus” (as defined in Rule 405 under the 0000 Xxx) or (ii) electronic road show or other written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (any such communication described in the preceding clause (i) and clause (ii), an “Issuer Free Writing Document”); provided, that the prior written consent of the Representative shall be deemed to have been given in respect of the Issuer Free Writing Documents, if any, listed on Exhibit E hereto and to any electronic road show in the form previously provided by the Issuers to and approved by the Representative. Each of the Initial Purchasers, severally and not jointly, represents, warrants and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the General Disclosure Package and the Offering Memorandum, (ii) any written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) or (b) “issuer information” that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum, (iii) any written communication listed on Exhibit E or prepared pursuant to Section 3(p) above (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Issuers in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (Memorial Production Partners LP), Purchase Agreement (Memorial Production Partners LP), Purchase Agreement (Memorial Production Partners LP)
Permitted Free Writing Documents. Each of the Partnership MRD Parties (including their agents and representatives, other than the Initial Purchasers in their capacities as such) represents, warrants and agrees that it has not prepared, made, used, authorized, approved or referred to and, unless it obtains the prior written consent of the Representative, it will not prepare, make, use, authorize, approve or refer to, any (i) offer relating to the Securities that (if the offering of the Securities was made pursuant to a registered offering under the 0000 Xxx) would constitute an “Issuer Free Writing Prospectus” (as defined in Rule 433 under the 0000 Xxx) or that would constitute a “free writing prospectus” (as defined in Rule 405 under the 0000 Xxx) or (ii) electronic road show or other written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than a Permitted General Solicitation (any such communication described in the preceding clause (i) and clause (ii), an “Issuer Free Writing Document”); provided, that the prior written consent of the Representative shall be deemed to have been given in respect of the Issuer Free Writing Documents, if any, listed on Exhibit E hereto and to any electronic road show in the form previously provided by the Issuers Company to and approved by the Representative. Each of the Initial Purchasers, severally and not jointly, represents, warrants and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the General Disclosure Package and the Offering Memorandum, (ii) any written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) or (b) “issuer information” that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum, (iii) any written communication listed on Exhibit E or prepared pursuant to Section 3(p) above (including any electronic road show)) or a General Solicitation consented to by the Company in writing, (iv) any written communication prepared by such Initial Purchaser and approved by the Issuers Company in advance in writing or (v) any written communication relating to or that contains the preliminary or final terms of the Securities or their offering and/or other information that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Memorial Resource Development Corp.)
Permitted Free Writing Documents. Each of the Partnership Parties (including their agents and representatives, other than the Initial Purchasers Purchaser in their its capacities as such) represents, warrants and agrees that it has not prepared, made, used, authorized, approved or referred to and, unless it obtains the prior written consent of the RepresentativeInitial Purchaser, it will not prepare, make, use, authorize, approve or refer to, any (i) offer relating to the Securities that (if the offering of the Securities was made pursuant to a registered offering under the 0000 Xxx) would constitute an “Issuer Free Writing Prospectus” (as defined in Rule 433 under the 0000 Xxx) or that would constitute a “free writing prospectus” (as defined in Rule 405 under the 0000 Xxx) or (ii) electronic road show or other written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (any such communication described in the preceding clause (i) and clause (ii), an “Issuer Free Writing Document”); provided, that the prior written consent of the Representative Initial Purchaser shall be deemed to have been given in respect of the Issuer Free Writing Documents, if any, listed on Exhibit E hereto and to any electronic road show in the form previously provided by the Issuers to and approved by the RepresentativeInitial Purchaser. Each of the The Initial Purchasers, severally and not jointly, Purchaser represents, warrants and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the General Disclosure Package and the Offering Memorandum, (ii) any written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) or (b) “issuer information” that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum, (iii) any written communication listed on Exhibit E or prepared pursuant to Section 3(p) above (including any electronic road show), (iv) any written communication prepared by such the Initial Purchaser and approved by the Issuers in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the General Disclosure Package or the Offering Memorandum.
Appears in 1 contract
Samples: Purchase Agreement (Memorial Production Partners LP)