Free Writing Prospectuses Clause Example with 56 Variations from Business Contracts
This page contains Free Writing Prospectuses 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.
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
Variations of a "Free Writing Prospectuses" Clause from Business Contracts
Free Writing Prospectuses. The (a) Each of the Company and the Guarantors represents and warrants to, and agrees that, unless it obtains with, each Underwriter that (i) each of the Company and the Guarantors has not made, and will not make, any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representatives, Representatives (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed pursuant to Section 4(a) ...hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule II hereto); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, Guarantors has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 of the Rules and Regulations; (iii) each Issuer Free Writing Prospectus will not, as of its issue date, include any information that conflicts with the information contained in the Registration Statement, the Preliminary 15 Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the Disclosure Package, did not, as of its issue date, contain any 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 under which they were made, not misleading; provided, however, that no representation or warranty is made as to information contained in or omitted from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein (which information is specified in Section 12 hereof). (b) Each Underwriter represents and warrants to, and agrees with, the Company, each Guarantor and each other Underwriter that it has not made made, and will not make any offer relating to the Offered Securities Notes that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as prospectus" (as defined in Rule 405, 405 of the Rules and Regulations) required to be filed with the Commission. Any such free writing prospectus consented to by Commission, without the prior consent of the Company, the Guarantors and the Representatives. (c) Each of the Company and the Representatives is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents that it has treated and Guarantors agrees that it will treat each Permitted if at any time following issuance of an Issuer Free Writing Prospectus any event occurs or the Company or such Guarantor become aware of information as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply a result of which such Issuer Free Writing Prospectus would conflict with the requirements information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would, when considered together with the information contained in the Disclosure Package, include any untrue statement of Rules 164 a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, each of the Company and 433 applicable the Guarantors will give prompt notice thereof to any Permitted the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. Prospectus or other document which will correct such conflict, untrue statement or omission. 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. (a) The Company represents and agrees that, unless it obtains without 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, Managers, it has not made and will not make any offer relating to the Offered Securities 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 4...05 under the Act; each Manager represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to be filed with the Commission. Any Shares that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and the Representatives Managers as of the date of this Agreement is hereinafter referred to as a "Permitted Free Writing Prospectus." listed on Schedule I(a) hereto; (b) 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 Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus and Unscheduled Free Writing Prospectus, including timely filing with the Commission filing or retention where required, legending required and record keeping. legending; and (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Unscheduled Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Unscheduled Free Writing Prospectus would conflict with the information in the applicable Registration Statement or Prospectus or 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 the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Managers and, if requested by any Manager, will prepare and furnish without charge to each Manager an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus or Unscheduled Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Managers expressly for use therein. View More
Free Writing Prospectuses. (a) The Company represents and warrants to, and agrees that, unless it obtains with, each Underwriter that (i) the Company has not made, and will not, make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representatives, Representatives (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof and (B) any other Issuer Free Writing Prospectus id...entified on Schedule II hereto); (ii) each Underwriter Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Company has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 of the Rules and Regulations; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and through the time the Notes are delivered pursuant to Section 3 hereof, include any information that conflicts with the information contained in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the most recent Preliminary Prospectus, did not, as of the Applicable Time, does not, as of the date hereof, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees that, unless it obtains the prior consent of with, the Company and the Representatives, each other Underwriter that it has not made made, and will not make any offer relating to the Offered Securities Notes that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as prospectus" (as defined in Rule 405, 405 of the Rules and Regulations) required to be filed with the Commission. Any such free writing prospectus consented to by Commission, without the prior consent of the Company and the Representatives is hereinafter referred to as a "Permitted Free Writing Prospectus." Representatives. 21 (c) The Company represents that it has treated and agrees that it will treat each Permitted if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply a result of which such Issuer Free Writing Prospectus would conflict with the requirements information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include any untrue statement of Rules 164 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 existing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and 433 applicable furnish without charge to any Permitted each Underwriter an Issuer Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. Prospectus or other document which will correct such conflict, statement or omission. View More
Free Writing Prospectuses. (a) The Company represents and warrants to, and agrees that, unless it obtains with, each Underwriter that (i) the Company has not made, and will not make, any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representatives, Representatives (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof and (B) any other Issuer Free Writing Prospectus id...entified on Schedule II hereto); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Company has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 of the Rules and Regulations; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and through the time the Notes are delivered pursuant to Section 3 hereof, include any information that conflicts with the information contained in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the most recent Preliminary Prospectus, did not, as of the Applicable Time, does not, as of the date hereof, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each Underwriter represents and warrants to, and agrees that, unless it obtains the prior consent of with, the Company and the Representatives, each other Underwriter that it has not made made, and will not make any offer relating to the Offered Securities Notes that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as prospectus" (as defined in Rule 405, 405 of the Rules and Regulations) required to be filed with the Commission. Any such free writing prospectus consented to by Commission, without the prior consent of the Company and the Representatives is hereinafter referred to as a "Permitted Free Writing Prospectus." Representatives. (c) The Company represents that it has treated and agrees that it will treat each Permitted if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply a result of which such Issuer Free Writing Prospectus would conflict with the requirements information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include any untrue statement of Rules 164 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 433 applicable furnish without charge to any Permitted each Underwriter an Issuer Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. Prospectus or other document which will correct such conflict, statement or omission. View More
Free Writing Prospectuses. (a) The Company represents and warrants to, and agrees that, unless it obtains with, each Underwriter that (i) the Company has not made, and will not, make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representatives, Representatives (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof and (B) any other Issuer Free Writing Prospect...us identified on Schedule 2 hereto); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act on the date of first use, and the Company has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 under the Securities Act; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and through the time the Securities are delivered pursuant to Section 2 hereof, include any information that conflicts with the information contained in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the most recent Preliminary Prospectus, did not, as of the Applicable Time, does not, as of the date hereof, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to the Company by an Underwriter through the Representatives for use therein. (b) Each Underwriter represents and warrants to, and agrees that, unless it obtains the prior consent of with, the Company and the Representatives, each other Underwriter that it has not made 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 prospectus" (as defined in Rule 405, 405 under the Securities Act) required to be filed with the Commission. Any such free writing prospectus consented to by Commission, other than the information contained in the Final Term Sheet, without the prior consent of the Company and the Representatives is hereinafter referred to as a "Permitted Free Writing Prospectus." Representatives. 14 (c) The Company represents that it has treated and agrees that it will treat each Permitted if, at any time following issuance of an Issuer Free Writing Prospectus and prior to the completion of the distribution of the Securities, any event occurred or occurs as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply a result of which such Issuer Free Writing Prospectus would conflict with the requirements information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include any untrue statement of Rules 164 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 433 applicable furnish without charge to any Permitted each Underwriter an Issuer Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. Prospectus or other document which will correct such conflict, statement or omission. View More
Free Writing Prospectuses. (a) The Company represents and agrees that, unless that it obtains has not made and will not make any offer relating to the prior consent of Securities that would constitute a "free writing prospectus" as defined in Rule 405 under the Representatives, 1933 Act, other than each "free writing prospectus" set forth on Annex A hereto or subsequently consented to in writing by the Representatives (each, a "Permitted Free Writing Prospectus"). (b) Each Underwriter, severally and each Underwriter not j...ointly, represents and agrees 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, or that would otherwise constitute a "free writing prospectus," prospectus" as defined in Rule 405, 405 under the 1933 Act, other than a Permitted Free Writing Prospectus, a free writing prospectus that is not required to be filed with the Commission. Any such free writing prospectus consented to by the Company and pursuant to Rule 433, one or more term sheets relating to the Representatives is hereinafter referred Securities containing customary information, or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to as a "Permitted Free Writing Prospectus." The Company represents that it has treated and agrees that it will treat each the information contained in the Permitted Free Writing Prospectus attached hereto as an "issuer free writing prospectus," Annex A. 12 (c) The Company agrees to prepare a pricing term sheet, substantially in the form attached hereto as defined in Annex B, and approved by the Representatives, and to file such pricing term sheet pursuant to Rule 433, and 433(d) under the 1933 Act within the time period prescribed by such Rule. (d) The Company has complied and will comply with the requirements of Rules 433 and 164 and 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, free writing prospectus, including timely Commission SEC filing where required, legending and record keeping. (e) The Company 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, 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 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 representation and warranty 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 the Company by an Underwriter through the Representatives, expressly for use therein. (f) The Company 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, the Company will (i) promptly notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented, (ii) amend or supplement the Pricing Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to the Representatives in such quantities as the Representatives may reasonably request. View More
Free Writing Prospectuses. (a) The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents warrants to, and agrees that, unless it obtains with, the prior consent of the Company and the Representatives, Underwriters that it has not made and will not make any offer relating to the Offered Securities Notes that would constitute an a "free writing prospectus" as defined in Rule 405 under the Securities Act (other than any Road Show and the Final Term She...et) without the prior consent of the Representatives; any Issuer Free Writing Prospectus (including any Road Show) the use of which has been consented to by the Representatives is listed on Schedule II hereto. The Company will comply with the requirements of Rule 433 of the Rules and Regulations with respect to any such Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; any such Issuer Free 12 Writing Prospectus will not, as of its issue date and through the time the Notes are delivered pursuant to Section 4 hereof, include any information that conflicts with the information contained in the Registration Statement, the Disclosure Package and the Prospectus; and any such Issuer Free Writing Prospectus, when taken together with the information contained in the Registration Statement, the Disclosure Package and the Prospectus, did not, as of the Applicable Time, does not and will not, as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, that no representation or warranty is made as to information contained in or omitted from the Prospectus or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter expressly for use therein, which information is specified in Section 12. (b) Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that it has not made, and will not make any offer relating to the Notes that would otherwise constitute a "free writing prospectus," as prospectus" (as such term is defined in Rule 405, 405 under the Securities Act) required to be filed with the Commission. Any such free writing prospectus consented to by Commission, without the prior consent of the Company and the Representatives is hereinafter referred to as a "Permitted Free Writing Prospectus." Representatives. The Company represents that it has treated and agrees that it will treat each Permitted the Representatives have consented to the use by any Underwriter of the Issuer Free Writing Prospectus and any Road Show listed on Schedule II hereto. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply a result of which such Issuer Free Writing Prospectus would conflict with the requirements information in the Registration Statement, the Disclosure Package or the Prospectus or would include an untrue statement of Rules 164 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 433 applicable furnish without charge to any Permitted Underwriter an Issuer Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. Prospectus or other document which will correct such conflict, statement or omission. View More
Free Writing Prospectuses. (a) (i) The Company represents and agrees that, unless it obtains other than the final term sheets prepared and filed pursuant to Section 7(a) hereof, without 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," prospectus" as defined in Rule 405, 405 under the Act; 9 (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than (A) one or more customary Bloomberg screens to offer the Securities or convey the pricing terms thereof and (B) one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission. Any Commission; and (iii) any such free writing prospectus prospectus, the use of which has been consented to by the Company and the Representatives (other than the final term sheet prepared and filed pursuant to Section 7(a) hereof), is hereinafter referred to as a "Permitted Free Writing Prospectus." listed on Schedule II(a) hereto. (b) 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 Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus, including timely filing with the Commission filing or retention where required, legending required and record keeping. legending. (c) The Company 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 conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or 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 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 which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein. 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), 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 16 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
