Certain Agreements of the Underwriters Clause Example with 81 Variations from Business Contracts

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 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 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 A or prepared pursuant to Section 3(c) 1(d) or Section 4(c) 5(b) above (including any electronic road show), or (iii) any free writing prospectus prepared by the 16 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 Schedule I hereto without the consent of the Company. (c) (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 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 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 re...lease 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 14 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 B-1 and Annex B-2 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, Underwriters may 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 C hereto without the consent of the Company. (c) (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 if any such proceeding against it is initiated during the Prospectus Delivery Period). (c) It agrees that it has complied and will comply with the selling restrictions in connection with the offering of Securities as set forth in Annex D hereto. 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", 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 releas...e issued 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 A or prepared pursuant to Section Sections 3(c) or Section 4(c) 4(f) above (including any electronic road show), show approved in advance by the Company), 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 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. Commission. -31- (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 and the Selling Stockholders if any such proceeding against it is initiated during the Prospectus Delivery Period). (d) Any Testing-the-Waters Communications undertaken by it were with, to its knowledge, entities that are "qualified institutional buyers" as such term is defined in Rule 144A under the Securities Act or institutions that are "accredited investors" as such term is defined in Rule 501 under the Securities Act. 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 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 Issuer and not incorporated by reference into the Registration Statement and any p...ress release issued by the Company) 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 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 Issuer 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 of the Securities (and will promptly notify the Company Issuer 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 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 re...lease issued 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) (ii) 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), (ii), an "Underwriter Free Writing Prospectus"). (b) It has not and will not, without Notwithstanding the prior written consent of foregoing, the Company, Underwriters may use any free writing prospectus that contains the final customary Bloomberg communications containing preliminary terms of the Shares unless such terms have previously been included Securities and the information set forth in a free writing prospectus the term sheet filed with the Commission; provided that the Underwriter may use pursuant to Section 4(a) as well as a term sheet substantially in the form of Annex B C hereto without the consent of the Company. (c) (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 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 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 Issuer or the Company and not incorporated by reference into the Registration Statement an...d any press release issued by the Issuer or 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 B-1 and Annex B-2 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, Underwriters may 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 C hereto without the consent of the Company. (c) (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 if any such proceeding against it is initiated during the Prospectus Delivery Period). (c) It agrees that it has complied and will comply with the selling restrictions in connection with the offering of Securities as set forth in Annex D hereto. 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 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 re...lease 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 3 hereto 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 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 Schedule 4 hereto without the consent of the Company. (c) (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 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) 433 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, Act, (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 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 A 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 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 re...lease 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 13 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 3 hereto or prepared pursuant to above 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 referred to in clauses (i) or (iii), an "Underwriter Free Writing Prospectus"). 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 Schedule 4 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 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 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). View More