Certain Agreements of the Underwriters Clause Example with 81 Variations from Business Contracts
This page contains Certain Agreements of the Underwriters clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Certain Agreements of the Underwriters. The Underwriter hereby represents and agrees that: (a) It has not used, authorized use of, referred to or participated in the planning for use of, 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 iss...ued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).View More
Variations of a "Certain Agreements of the Underwriters" Clause from Business Contracts
Certain Agreements of the Underwriters. The Underwriter Underwriters hereby represents represent and agrees that: (a) It has agree, severally and not used, authorized use of, referred to or participated in the planning for use of, jointly, that they have 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 23 Commission by the Company and not inco...rporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely a result of use by an Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), Prospectus, or (iii) any free writing prospectus prepared by the any Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). writing. View More
Certain Agreements of the Underwriters. The Each Underwriter hereby represents and warrants to, and agrees that: (a) It with, the Company that it has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to to, or participate in the planning for use of, any "free writing 17 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 in...to the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B C or prepared pursuant to Section 3(c) or Section 4(c) above hereof (including any electronic road show), show prior to the launch of the offering in anticipation of the offering or in connection with the marketing of the Notes), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without writing. Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially in the form of of, or consistent with, the Pricing Term Sheet referred to in Annex B D hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).View More
Certain Agreements of the Underwriters. The Each Underwriter hereby represents and agrees that: (a) It that it has not used, authorized use of, referred to or participated in the planning for use of, 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) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B Schedule IIA or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), show other than any electronic road listed on Schedule IIB hereto), or (iii) any free writing prospectus prepared by the Underwriter such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).View More
Certain Agreements of the Underwriters. The Each Underwriter hereby represents and agrees that: (a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any "free writing prospectus", 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 Transaction Entities and not incorporated by reference into the Registrat...ion Statement and any press release issued by the Company) Transaction Entities) other than (i) a free writing prospectus that contains no "issuer information" (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the any Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex B C or prepared pursuant to Section 3(c) or Section 4(c) 5(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the Underwriter such underwriter and approved by the Company Transaction Entities in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without the prior written consent of the Company, Transaction Entities, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially in the form of Annex B D hereto without the consent of the Company. Transaction Entities; provided further that any Underwriter using such term sheet shall notify the Transaction Entities, and provide a copy of such term sheet to the Transaction Entities, prior to, or substantially concurrently with, the first use of such term sheet. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company Transaction Entities if any such proceeding against it is initiated during the Prospectus Delivery Period). View More
Certain Agreements of the Underwriters. The Underwriter Each of the Underwriters hereby severally and not jointly represents and agrees that: (a) It that it has not used, authorized use of, referred to or participated in the planning for use of, 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 refe...rence into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely a result of use by the Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), Prospectus, or (iii) any free writing prospectus prepared by the Underwriter Underwriters and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without writing. Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially in the form of Annex B hereto Schedule I to the Underwriting Agreement without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).View More
Certain Agreements of the Underwriters. The Underwriter Each of the Underwriters hereby severally and not jointly represents and agrees that: (a) It that it has not used, authorized use of, referred to or participated in the planning for use of, 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 refe...rence into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as result of use by the Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), Prospectus, or (iii) any free writing prospectus prepared by the Underwriter Underwriters and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without writing. Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially in the form of Annex B hereto Schedule A to the Underwriting Agreement without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).View More
Certain Agreements of the Underwriters. The Each Underwriter hereby represents and agrees that: (a) It it has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to to, or participate in the planning for use of, any "free writing prospectus", 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 Issuers and not incorporated by reference into the Registration St...atement and any press release issued by the Company) Issuers) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B A or prepared pursuant to Section 3(c) 4(c) or Section 4(c) 5(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company Issuers in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially the Pricing Term Sheet referred to in the form of Annex B hereto without the consent of the Company. (c) It Issuers, provided that the Underwriters shall notify the Issuers, and provide a copy of such term sheet to the Issuers, prior to, or substantially concurrently with, the first use of such term sheet; and (b) it is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company Issuers if any such proceeding against it is initiated during the Prospectus Delivery Period). View More
Certain Agreements of the Underwriters. The Each Underwriter hereby represents and agrees that: (a) It that it has not used, authorized use of, referred to or participated in the planning for use of, 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) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not 21 trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus writing. Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).View More
Certain Agreements of the Underwriters. The Each Underwriter hereby represents and agrees that: (a) It that it has not used, authorized use of, referred to or participated in the planning for use of, 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 21 405 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 a...ny press release issued by the Company) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the such Underwriter and approved by the Company in advance in writing (each such free writing prospectus writing. Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Annex B hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).View More
Certain Agreements of the Underwriters. The (a) Each Underwriter hereby represents and agrees that: (a) It that it has not used, authorized use of, referred to or participated in the planning for use of, 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 an Issuer and not incorporated by reference into the Registration Stat...ement and any press release issued by the Company) an Issuer) other than (i) a free writing prospectus that contains no "issuer information" (as defined in that, solely as a result of use by such underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, 433, (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the Underwriter such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without Notwithstanding the prior written consent of foregoing, the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter Underwriters may use a term sheet substantially in the form of Annex B C hereto without the consent of the Company. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). an Issuer. View More
