Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that: (a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. (b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 11 contracts
Samples: Underwriting Agreement (Celsius Holdings, Inc.), Underwriting Agreement (Celsius Holdings, Inc.), Underwriting Agreement (Armour Residential REIT, Inc.)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It has not and will not use, authorize use of, refer to, to or participate in the planning for use of, any “free writing prospectus”, ,” as defined in Rule 405 under of the Securities Act Rules and Regulations (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, Prospectus or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under of the Securities ActRules and Regulations.
Appears in 8 contracts
Samples: Underwriting Agreement (New York Mortgage Trust Inc), Underwriting Agreement (New York Mortgage Trust Inc), Underwriting Agreement (New York Mortgage Trust Inc)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It has not and will not use, authorize use of, refer to, to or participate in the planning for use of, any “free writing prospectus”, ,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, Prospectus or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 8 contracts
Samples: Underwriting Agreement (New York Mortgage Trust Inc), Underwriting Agreement (New York Mortgage Trust Inc), Underwriting Agreement (New York Mortgage Trust Inc)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “"free writing prospectus”", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 7 contracts
Samples: Underwriting Agreement (Armour Residential REIT, Inc.), Underwriting Agreement (Armour Residential REIT, Inc.), Underwriting Agreement (Armour Residential REIT, Inc.)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It has not and will not use, authorize use of, refer to, to or participate in the planning for use of, any “free writing prospectus”, ,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (iA) any Issuer Free Writing Prospectus, Prospectus or (iiB) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 5 contracts
Samples: Underwriting Agreement (Arlington Asset Investment Corp.), Underwriting Agreement (Arlington Asset Investment Corp.), Underwriting Agreement (Arlington Asset Investment Corp.)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It has not and will not use, authorize use of, refer to, to or participate in the planning for use of, any “"free writing prospectus”, ," as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, Prospectus or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 4 contracts
Samples: Underwriting Agreement (New York Mortgage Trust Inc), Underwriting Agreement (New York Mortgage Trust Inc), Underwriting Agreement (New York Mortgage Trust Inc)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Armour Residential REIT, Inc.), Underwriting Agreement (Armour Residential REIT, Inc.), Underwriting Agreement (Armour Residential REIT, Inc.)
Representations and Warranties of the Underwriters. Each Underwriter of the Underwriters, severally and not jointly, represents and agrees as to itself that:
(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Medicinova Inc), Underwriting Agreement (Medicinova Inc)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “"free writing prospectus”, ," as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the General Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Armour Residential REIT, Inc.), Underwriting Agreement (Armour Residential REIT, Inc.)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It Other than the Final Term Sheet, it has not and will not use, authorize use of, refer to, to or participate in the planning for use of, any “free writing prospectus”, ,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (iA) any Issuer Free Writing Prospectus, Prospectus or (iiA) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Arlington Asset Investment Corp.)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It Other than the Final Term Sheet, it has not and will not use, authorize use of, refer to, to or participate in the planning for use of, any ““ free writing prospectus”, ,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (iA) any Issuer Free Writing Prospectus, Prospectus or (iiB) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Arlington Asset Investment Corp.)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “"free writing prospectus”", as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) any Issuer Free Writing Prospectus, or (ii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the General Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Armour Residential REIT, Inc.)
Representations and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:
(a) It Other than the Final Term Sheet, it has not and will not use, authorize use of, refer to, to or participate in the planning for use of, any “free writing prospectus”, ,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (iA) any Issuer Free Writing Prospectus, Prospectus or (iiB) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.
(b) It will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Arlington Asset Investment Corp.)