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No Misstatement or Omission. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agent specifically for use in the preparation thereof.

Section # No Misstatement or Omission. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. TheEach Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. TheEach Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined below), did notnot, or will notnot, include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in thea Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission,SEC, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agent specifically for use in the preparation thereof.

No Misstatement or Omission. At each Settlement Date, the Registration Statement and the Prospectus,Prospectus. The Registration Statement and any post-effective amendment thereto, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, andAct Effective Date, will not,not contain anany untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Themisleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and supplement thereto, onas of the date thereof and at each Applicable Time (defined below), did not orFirst Closing Date, the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus orcontain any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such documenttherein or necessary to make the statements therein, in such document, inthe light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agent specifically for use in the preparation thereof.

No Misstatement or Omission. At each Settlement Date, the Registration Statement and the Prospectus,The Prospectus when filed complied and, as of such date,amended or supplemented, if applicable, will conformcomply in all material respects with the requirementsSecurities Act. Each of the Securities Act. The Registration Statement, whenany Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or becomes effective,its date, as applicable, complied and, as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and, as of its date, did not,not and, as of each Settlement Date, if any, did not and will not,not contain anany untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectusrepresentations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and supplement thereto, onin conformity with information relating to Cowen furnished to the date thereof and at each Applicable Time (defined below), did notCompany in writing by Cowen expressly for use therein. There are no contracts or will not include an untrue statement of a material fact or omitother documents required to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by referencebe described in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnishedfiled as exhibits to the Company by the Agent specifically for use in the preparation thereof.Registration Statement which have not been described or filed as required.

No Misstatement or Omission. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conformThe Prospectus when filed complied in all material respects with the requirementsSecurities Act and, if filed with the Commission through EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the sale of the Securities Act. TheShares or to the Forward Purchaser for use in connection with the sale of the Forward Hedge Shares. Each of the Registration Statement, whenany Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, did not,effective and at each Representation Date, complied and will not,comply in all material respects with the Securities Act and did not and will not contain anany untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. TheAs of the date of this Agreement, the Prospectus and any amendment and supplement thereto, onFree Writing Prospectus (as defined below) considered together (collectively, the date thereof and at each Applicable Time (defined below),Time of Sale Information”) did not or will not include ancontain any 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. The documents incorporated by reference in the ProspectusProspectus, as amended or any Prospectus Supplementsupplemented, as of its date and at each Representation Date, did not,not and any further documents filed and incorporated by reference therein will not, when filed with the Commission,not contain anany untrue statement of a material fact or omit to state a material fact required to be statednecessary in such document or necessaryorder to make the statements therein, in such document, inthe light of the circumstances under which they were made, not misleading. The foregoing shallrepresentations and warranties set forth in the three immediately preceding sentences do not apply to statements in,in or omissions from,from the Registration Statement, any such documentRule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon,upon and in conformity with,with information furnished to the Company in writing by the Agent specificallyor the Forward Purchaser, as applicable, expressly for use therein, it being understood and agreed that the only such information furnished by the Agent or the Forward Purchaser to the Company consists of the information described in [Section 6] below. There are no contracts or other documents required to be described in the preparation thereof.Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the Shares as contemplated hereby comply with and meet the requirements of Rule 415 under the Securities Act in all material respects.

No MisstatementIncorporated Documents. The documents incorporated or Omission. At each Settlement Date,deemed to be incorporated by reference in the Registration Statement and the Prospectus, as of such date, will conformat the time they were filed with the Commission, complied in all material respects with the requirements of the Securities Act. The Registration Statement,Exchange Act, as applicable, and, when it became or becomes effective, did not, and will not,read together with the other information in the Prospectus, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agent specifically for use in the preparation thereof.

No Misstatement or Omission. At each Settlement Date,Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not,not and will not, contain ando not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include 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. The documents incorporated by referencemisleading (provided, however, that the preceding representations and warranties contained in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoingthis paragraph (iii) shall not apply to any statements in, or omissions from, any such document made in reliance upon,upon and in conformity with,with information furnished in writing to the Company by the Placement Agent specificallyexpressly for use therein) and, since the effective date of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the preparation thereof.Incorporated Documents which has not been so set forth; and

No Misstatement or Omission.Disclosures in Registration Statement. At each Settlement Date,the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to a closing of the sale of a Note, the Registration Statement and the Prospectus, as of such date,Prospectus contained or will conformcontain all material statements that are required to be stated therein in accordance with the 1933 Act and the regulations promulgated thereunder (the “Regulations”), and did or will, in all material respects withrespects, conform to the requirements of the Securities Act. The1933 Act and the Regulations. On the last effective date and at the time of the Note sale, the Registration Statement, when it became or becomes effective, didStatement will not, and on such closing date will not, contain anany untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto,misleading; on the date thereofof any filing pursuant to Rule 424(b) and at each Applicable Time (defined below), did not oron such closing date, the Prospectus (together with any supplement thereto) will not include anany untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agent specifically for use in the preparation thereof.misleading;

No Misstatement or Omission. At each Settlement Date,Nothing has come to our attention that leads us to believe that the Registration Statement, at the time such Registration Statement became effective and the Prospectus, as of such date, will conform in all material respects with the requirementsdate of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, containSales Agreement, contained an untrue statement of a material fact or omitomitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, onmisleading or that the Prospectus, as of the date thereof and at each Applicable Time (defined below), did notof the Sales Agreement or will not includethe date hereof, included or includes an untrue statement of a material fact or omitomitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documentsmisleading (it being understood that we express no belief with respect to the financial statements, financial schedules and other financial or statistical data included or incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissionsexcluded from, any such document made in reliance upon, and in conformity with, information furnished to the Company byRegistration Statement or the Agent specifically for use in the preparation thereof.Prospectus).

No Misstatement or Material Omission. At each Settlement Date,The Agent shall not have advised the Company that the Registration Statement and theor Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, containany amendment or supplement thereto, contains an untrue statement of a material fact that in the Agent’s reasonable opinion is material, or omitomits to state a fact that in the Agent’s reasonable opinion is material factand is required to be stated therein or is necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agent specifically for use in the preparation thereof.

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