Supplemental Offering Materials Sample Clauses

Supplemental Offering Materials. With respect to a particular issue of Notes, any individual Supplemental Offering Materials (as defined below) when considered together with the Disclosure Package, 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 are made, not misleading; provided, however, that the representations and warranties set forth in this paragraph shall not apply to statements or omissions in such Supplemental Offering Materials made in reliance upon and in conformity with information furnished in writing to the Company by any Distribution Agent expressly for use therein. As used herein, “Supplemental Offering Materials” means, with respect to a particular issue of Notes, any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act), other than the Prospectus and the Disclosure Package, prepared by or on behalf of the Company, that constitutes an offer to sell or a solicitation of an offer to buy such issue of Notes, including without limitation any “road show” (as defined in Rule 433 under the Securities Act) relating to such issue of Notes that constitutes such an issuer free writing prospectus.
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Supplemental Offering Materials. (a) Without the prior written consent of the Representative, the Company has not given and will not give to any prospective purchaser of the Securities any “written communication” (within the meaning of the Securities Act Regulations) prepared by or on behalf of the Company, or used or referred to by the Company, that constitutes an offer to sell or a solicitation of an offer to buy the Securities, including, without limitation, any road show relating to the Securities that constitutes such a written communication (“Supplemental Offering Materials”) other than the documents that constitute the Time of Sale Disclosure Package or the Final Offering Memorandum (including any amendments or supplements thereto). Any such Supplemental Offering Material consented to by the Representative is listed on Schedule II hereto.
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Related to Supplemental Offering Materials

  • Offering Materials Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure Package.

  • Offering Material The Company has not distributed and prior to any Settlement Date, will not distribute any offering material in connection with any Placement (as defined in Section 2(a)(i) below), other than any Preliminary Prospectus, the Prospectus, and any Permitted Free Writing Prospectus to which the Agent has consented.

  • Offering by Underwriters; Free Writing Prospectuses; Preliminary Prospectus and Corrected Supplement (a) It is understood that the Underwriters propose to offer the Registered Certificates for sale to the public, including, without limitation, in and from the State of New York, as set forth in this Agreement, the Time of Sale Information and the Prospectus. It is further understood that the Depositor, in reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Registered Certificates.

  • Distribution of Offering Materials The Fund has not distributed and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, each preliminary prospectus, the Prospectus, the Statutory Prospectus, the General Disclosure Package, the Rule 482 Statement, if any, or the sales materials.

  • Offering Materials Furnished to Underwriters The Company has delivered to the Representatives three complete conformed copies of the Registration Statement and of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and preliminary prospectuses and the Prospectus, as amended or supplemented, in such quantities and at such places as the Representatives have reasonably requested for each of the Underwriters.

  • Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.

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