Common use of 10b-5 Representation Clause in Contracts

10b-5 Representation. On the Effective Date (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to such Closing Date, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Securities Act and the Regulations. On such Closing Date, the Registration Statement did not or will not contain any 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. As of such Closing Date, the Prospectus (together with any supplement thereto) did not or will not include any untrue statement of a material fact or omit 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 representations and warranties made in this Section 6 do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Selling Agent by the Selling Agent expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the name of the Selling Agent appearing in the Prospectus (“Selling Agent’s Information”).