Grouped Into 3 Collections of Similar Clauses From Business Contracts
This page contains Free Writing Prospectuses clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such ...free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.View More
Free Writing Prospectuses. The Company (a) NiSource represents and agrees that, unless it obtains without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a "free writing prospectus" as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus; and each Underwriter Underwriter, severally and not jointly, represents and agrees that, unless it obtains without the prior consent of the Company NiSource and the Represe...ntatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," prospectus" as defined in Rule 405, 405 under the Act, other than a Permitted Free Writing Prospectus, a free writing prospectus that is required to be filed with by NiSource pursuant to Rule 433 or one or more free writing prospectuses disseminated through customary Bloomberg distribution that do not contain substantive changes from or additions to the Commission. information contained in the Permitted Free Writing Prospectus. Any such free writing prospectus (which shall include the Pricing Term Sheet discussed in Section 4(b) hereof and the form of which is provided in Exhibit A hereto), the use of which shall have been consented to by the Company NiSource and the Representatives Representatives, is hereinafter referred to as herein called a "Permitted Free Writing Prospectus." The Company represents that it has treated (b) NiSource agrees to prepare a Pricing Term Sheet, substantially in the form provided in Exhibit A hereto and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in approved by the Representatives, and to file the Pricing Term Sheet pursuant to Rule 433, 433(d) under the Act within the time period prescribed by such Rule. (c) NiSource and has the Representatives have complied and will comply with the requirements of Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, free writing prospectus, including timely Commission filing where required, legending required and record keeping. legending. (d) NiSource agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Final Supplemented Prospectus or include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing, not misleading, NiSource will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter a free writing prospectus or other document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this Section 4(d) shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to NiSource by an Underwriter through the Representatives, expressly for use therein. 9 (e) NiSource agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing, not misleading, NiSource will promptly notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented. View More
Free Writing Prospectuses. The Company represents and agrees Selling Stockholders represent and agree that, unless it obtains they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405..., required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that is has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. View More
Free Writing Prospectuses. (a) The Company represents represents, warrants, covenants and agrees that, unless it obtains without the prior consent of the Representatives, it has not made and each will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), 16 other than the Final Term Sheet. Each Underwriter represents represents, warrants, covenants and agrees agrees, severally and not jointly, that, unless it obtains without the prior consent ...of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, Prospectus or that would otherwise constitute a "free other free writing prospectus," as prospectus (as defined in Rule 405, 405 under the Act) that would be required to be filed by the Company with the Commission. Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a "Permitted Free Writing Prospectus." Prospectus". For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer issuer free writing prospectus," as prospectus (as defined in Rule 433, 433 under the Act) and has complied and will comply with the requirements of Rules Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, timely Commission filing where required, legending and record keeping. (c) The Company covenants and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omission. View More
Free Writing Prospectuses. The Company represents and warrants to HCW that neither it nor any of its agents or representatives (other than HCW in its capacity as such) has made any offer relating to the Placement Shares that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act and that it agrees with HCW that it will not make any offer relating to the Placement Shares that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act. HCW represents an...d warrants to the Company that neither it nor any of its agents or representatives has made any offer relating to the Placement Shares that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act and agrees with the Company that it will not make any offer relating to the Placement Shares that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act.View More
Free Writing Prospectuses. The Company represents and warrants to HCW Cowen that neither it nor any of its agents or representatives (other than HCW Cowen in its capacity as such) has made any offer relating to the Placement Shares that would constitute a "free writing prospectus" 21 as defined in Rule 405 under the Securities Act and that it agrees with HCW Cowen that it will not make any offer relating to the Placement Shares that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities A...ct. HCW Cowen represents and warrants to the Company that neither it nor any of its agents or representatives has made any offer relating to the Placement Shares that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act and agrees with the Company that it will not make any offer relating to the Placement Shares that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act. View More
Free Writing Prospectuses. The Company and each Agent represents, warrants and agrees that it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission.
Free Writing Prospectuses. The Company and each Agent represents, warrants and agrees that it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," prospectus", as defined in Rule 405, required to be filed with the Commission.
