Common use of Preliminary Prospectus Clause in Contracts

Preliminary Prospectus. No order preventing or suspending the use of the Preliminary Prospectus has been issued by the Commission, and the Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, and the Preliminary Prospectus, at the time of filing thereof, contained no untrue statement of a material fact or omitted 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 the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Kennametal Inc), Underwriting Agreement (Kennametal Inc), Underwriting Agreement (Kennametal Inc)

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Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Preliminary ProspectusPricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 the Company makes Issuers and the Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuers in writing by such Underwriter through the Representatives Representative expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 4 contracts

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

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Preliminary ProspectusTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b9(c) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (SolarWinds, Inc.), Underwriting Agreement (SolarWinds, Inc.), Underwriting Agreement (SolarWinds, Inc.)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 the Company makes Issuer and the Guarantors make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuer or the Guarantors in writing by or on behalf of such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b8(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (British American Tobacco p.l.c.), Underwriting Agreement (British American Tobacco p.l.c.), Underwriting Agreement (British American Tobacco p.l.c.)

Preliminary Prospectus. No order preventing or suspending the use of the Preliminary Prospectus has been issued by the Commission, and the Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and the Preliminary Prospectusdid not, at the time of filing thereof, contained no contain any untrue statement of a material fact or omitted 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 the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Athenex, Inc.), Underwriting Agreement (Athenex, Inc.)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the last Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, and the such Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such an Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Ironwood Pharmaceuticals Inc), Underwriting Agreement (Ironwood Pharmaceuticals Inc)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Preliminary ProspectusPricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company Issuer makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuer in writing by such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Aptiv PLC), Underwriting Agreement (Aptiv PLC)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the Preliminary ProspectusProspectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and the Preliminary Prospectusand, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 2 contracts

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

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes Issuers and the Guarantors make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuers and the Guarantors in writing by such Underwriter (including through the Representatives Representative) expressly for use in the Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b8(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 the Company makes Companies and the Guarantor make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Companies and the Guarantor in writing by such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Gaming & Leisure Properties, Inc.), Underwriting Agreement (Gaming & Leisure Properties, Inc.)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes and the Subsidiary Guarantors make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Subsidiary Guarantors in writing by such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of being limited to the information described as such identified in the final sentence of Section 6(b7(b) hereof(the “Underwriters’ Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (Reliance Steel & Aluminum Co), Underwriting Agreement (Precision Flamecutting & Steel, Inc.)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectusdid not contain, at the time of filing thereof, contained no any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Berry Petroleum Co), Underwriting Agreement (Berry Petroleum Co)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes and the Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (McMoran Exploration Co /De/)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Preliminary ProspectusTime of Sale Information, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating related to any Underwriter furnished in writing to the Company in writing by such any Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information is that described as such in Section 6(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Affinia Group Holdings Inc.)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes and the Guarantors make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Petroquest Energy Inc)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectusdid not contain, at the time of filing thereof, contained no any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Berry Petroleum Co)

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Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Preliminary ProspectusPricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b9(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Aspen Technology Inc /De/)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 the Company makes Companies and the Guarantor make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Companies and the Guarantor in writing by such Underwriter through the Representatives Representative expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Gaming & Leisure Properties, Inc.)

Preliminary Prospectus. No order preventing or suspending the use of the Preliminary Prospectus any preliminary prospectus has been issued by the Commission, and any preliminary prospectus included in the Preliminary ProspectusPricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and the Preliminary Prospectusno preliminary prospectus, at the time of filing thereof, contained no any untrue statement of a material fact or omitted 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 the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectusany preliminary prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Annexon, Inc.)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes Issuers and the Guarantors make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuers and the Guarantors in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b8(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (CDW Corp)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectusdid not contain, at the time of filing thereof, contained no any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Berry Petroleum Co)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the Preliminary ProspectusPricing Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and the Preliminary no Pricing Prospectus, at the time of filing thereof, contained no any untrue statement of a material fact or omitted 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 the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (CBS Outdoor Americas Inc.)

Preliminary Prospectus. No order preventing or suspending the use of the Preliminary Prospectus has been issued by the Commission, and SEC; the Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, ; and the Preliminary Prospectus, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Preliminary Prospectus, Prospectus (it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Cemex Sab De Cv)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities ActAct and, and the Preliminary Prospectusas of its date, at the time of filing thereof, contained no did not contain any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes and the Guarantors make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Parent in writing by such Underwriter through the Representatives Representative expressly for use in the any Preliminary Prospectus, Prospectus (it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such specified in Section 6(b) hereof7(b)).

Appears in 1 contract

Samples: Underwriting Agreement (Signet Jewelers LTD)

Preliminary Prospectus. No order preventing or suspending the use of the any Preliminary Prospectus has been issued by the Commission, and the each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act, Act and the Preliminary Prospectusdid not contain, at the time of filing thereof, contained no any untrue statement of a material fact or omitted 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 under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Berry Petroleum Co)

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