Additional Disclosure Item definition

Additional Disclosure Item means any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act and which the parties agree, for the purposes of this Agreement, includes (x) any “advertisement” as defined in Rule 482 under the 1933 Act and treated by the Fund as subject to Rule 482 under the 1933 Act and the Rules and Regulations; and (y) any sales literature, materials or information provided to investors by, or with the approval of, the Fund in connection with the marketing of the offering of the Shares, including any road show or investor presentations (including slides and scripts relating thereto) made to investors by or on behalf of the Fund. Any Additional Disclosure Item the use of which has been consented to by the Representative is listed on Schedule D hereto. The Preliminary Prospectus and the Prospectus complied or will comply as to form when so filed in all material respects with the Rules and Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T.

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Additional Disclosure Item means any offer relating to the Preferred Stock that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, and which the parties agree, for the purposes of this Agreement, includes (x) any “advertisement” as defined in Rule 482 under the 1933 Act and treated by the Company as subject to Rule 482 under the 1933 Act (a “Rule 482 Additional Disclosure Item”); and (y) any sales literature, materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Preferred Stock that is not a Rule 482 Additional Disclosure Item (other than, for the avoidance of doubt, a Terms Agreement or any Final Term Sheet (as such term is defined below)).

Examples of Additional Disclosure Item in a sentence

Before using, approving or referring to any Additional Disclosure Item or other materials relating to the offering of the Shares, the Fund will furnish to the Representative and counsel to the Underwriters a copy of such material for review and will not make, prepare, use authorize, approve or refer to any such material to which the Representative reasonably objects.
Without the prior consent of the Representative, other than as set forth in Schedule D hereto, the Fund has not made and will not make any offer relating to the Shares that would constitute an Additional Disclosure Item.
The representations and warranties in this subsection shall not include statements in or omissions from each Additional Disclosure Item made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Underwriters for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriters consists of the information described in Section 9(e) below.
Each such Additional Disclosure Item, as of its issue date and each Applicable Time and Settlement Date, will not include an 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.
The representations and warranties in this subsection shall not include statements in or omissions from each Additional Disclosure Item made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Underwriters for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriter consists of the information described in Section 9(e) below.
The representations and warranties in this subsection shall not include statements in or omissions from each Additional Disclosure Item made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use therein.
The representations and warranties in this subsection shall not include statements in or omissions from each Additional Disclosure Item made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Underwriter for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriter consists of the information described in Section 9(e) below.
The representations and warranties in this subsection shall not include statements in or omissions from any Additional Disclosure Item made in reliance upon and in conformity with information furnished to the Company by or on behalf of any Agent for use in the Additional Disclosure Item.
The Company has not distributed and, prior to the completion of the distribution of the Preferred Stock, will not distribute any offering material to the public in connection with the offering and sale of the Preferred Stock other than the Registration Statement, the Prospectus, the Disclosure Package or any Additional Disclosure Item the use of which has been consented to by the Purchasing Agent.
The Company has not distributed, or authorized the distribution of, and will not distribute, or authorize the distribution of, any offering material in connection with the offering and sale of the Preferred Stock other than the Registration Statement, the Prospectus or any Additional Disclosure Item the use of which has been consented to by the Dealer Manager.

More Definitions of Additional Disclosure Item

Additional Disclosure Item means any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, as applied pursuant to the SBCAA or otherwise, and which the parties agree, for the purposes of this Agreement, includes (x) any “advertisement” as defined in Rule 482 under the 1933 Act and treated by the Company as subject to Rule 482 under the 1933 Act (a “Rule 482 Additional Disclosure Item”); and (y) any sales literature, materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Notes that is not a Rule 482 Additional Disclosure Item.