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This excerpt taken from the CVS 8-K filed Sep 11, 2009. Exchange Act”),
after the date of such Preliminary Prospectus or the Prospectus, as the case may
be, and incorporated by reference in such Preliminary Prospectus or the
Prospectus, as the case may be; and any reference to any amendment to the
Registration Statement will be deemed to include any annual report of the
Company on Form 10-K filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after the Effective Date that is incorporated by
reference in the Registration Statement.
(b) The
Commission has not issued any order preventing or suspending the effectiveness
of the Registration Statement or preventing or suspending the use of any
Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus;
and no proceeding for any such purpose or pursuant to Section 8A of the
Securities Act against the Company or related to the offering has been
instituted or, to the Company’s knowledge, threatened by the
Commission. The Commission has not issued any order directed to any
document incorporated by reference in the most recent Preliminary Prospectus or
the Prospectus, and no proceeding has been instituted or, to the Company’s
knowledge, threatened by the Commission with respect to any document
incorporated by reference in the most recent Preliminary Prospectus or the
Prospectus. The Commission has not notified the Company of any
objection to the use of the form of the Registration Statement.
(c) The
Company is a “well-known seasoned issuer” (as defined in Rule 405 of the Rules
and Regulations) and has not been, and continues not to be, an “ineligible
issuer” (as defined in Rule 405 of the
2
Rules and
Regulations), in each case at all times relevant under the Securities Act in
connection with the offering of the Notes.
(d) The
Registration Statement conformed on the Effective Date and conforms, and any
amendment to the Registration Statement filed after the date hereof will
conform, in all material respects, to the requirements of the Securities Act and
the Rules and Regulations. The most recent Preliminary Prospectus
conforms on the date hereof, and the Prospectus, and any amendment or supplement
thereto, will conform as of its date and as of the Closing Date, in all material
respects, to the requirements of the Securities Act and the Rules and
Regulations. The documents incorporated by reference in the most
recent Preliminary Prospectus or the Prospectus conformed, and any further
documents so incorporated will conform, when filed with the Commission, in all
material respects to the requirements of the Exchange Act or the Securities Act,
as applicable, and the Rules and Regulations; and no such documents have been
filed with the Commission since the close of business of the Commission on the
Business Day immediately prior to the date hereof.
(e) The
Registration Statement does not, as of the date hereof, 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 not misleading; provided, however, that no
representation or warranty is made as to information contained in or omitted
from the Registration Statement 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).
(f) The
Disclosure Package did not, as of the Applicable Time, 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 no
representation or warranty is made as to information contained in or omitted
from the Disclosure Package 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).
(g) The
Prospectus, and any amendment or supplement thereto, will not, as of its date
and on 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 no
representation or warranty is made as to information contained in or omitted
from the 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).
(h) The
documents incorporated by reference in any Preliminary Prospectus or the
Prospectus did not, and any further documents incorporated by reference therein
will not, when filed with the Commission, 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.
(i) The
Company has been duly incorporated and is an existing corporation in good
standing under the laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as described in the
most recent Preliminary Prospectus and the Prospectus; and the Company is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified or be in good standing would not have a material adverse effect on the
financial condition, business, properties, results of operations or affairs of
the Company and its subsidiaries taken as a whole (a “ This excerpt taken from the CVS 8-K filed Mar 13, 2009. Exchange Act”),
after the date of such Preliminary Prospectus or the Prospectus, as the case may
be, and incorporated by reference in such Preliminary Prospectus or the
Prospectus, as the case may be; and any reference to any amendment to the
Registration Statement will be deemed to include any annual report of the
Company on Form 10-K filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after the Effective Date that is incorporated by
reference in the Registration Statement.
(b) The
Commission has not issued any order preventing or suspending the effectiveness
of the Registration Statement or preventing or suspending the use of any
Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus;
and no proceeding for any such purpose or pursuant to Section 8A of the
Securities Act against the Company or related to the offering has been
instituted or, to the Company’s knowledge, threatened by the
Commission. The Commission has not issued any order directed to any
document incorporated by reference in the most recent Preliminary Prospectus or
the Prospectus, and no proceeding has been instituted or, to the Company’s
knowledge, threatened by the Commission with respect to any document
incorporated by reference in the most recent Preliminary Prospectus or the
Prospectus. The Commission has not notified the Company of any
objection to the use of the form of the Registration Statement.
(c) The
Company is a “well-known seasoned issuer” (as defined in Rule 405 of the Rules
and Regulations) and has not been, and continues not to be, an “ineligible
issuer” (as defined in Rule 405 of the
2
Rules and
Regulations), in each case at all times relevant under the Securities Act in
connection with the offering of the Notes.
(d) The
Registration Statement conformed on the Effective Date and conforms, and any
amendment to the Registration Statement filed after the date hereof will
conform, in all material respects, to the requirements of the Securities Act and
the Rules and Regulations. The most recent Preliminary Prospectus
conforms on the date hereof, and the Prospectus, and any amendment or supplement
thereto, will conform as of its date and as of the Closing Date, in all material
respects, to the requirements of the Securities Act and the Rules and
Regulations. The documents incorporated by reference in the most
recent Preliminary Prospectus or the Prospectus conformed, and any further
documents so incorporated will conform, when filed with the Commission, in all
material respects to the requirements of the Exchange Act or the Securities Act,
as applicable, and the Rules and Regulations; and no such documents have been
filed with the Commission since the close of business of the Commission on the
Business Day immediately prior to the date hereof.
(e) The
Registration Statement does not, as of the date hereof, 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 not misleading; provided, however, that no
representation or warranty is made as to information contained in or omitted
from the Registration Statement 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).
(f) The
Disclosure Package did not, as of the Applicable Time, 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 no
representation or warranty is made as to information contained in or omitted
from the Disclosure Package 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).
(g) The
Prospectus, and any amendment or supplement thereto, will not, as of its date
and on 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 no
representation or warranty is made as to information contained in or omitted
from the 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).
(h) The
documents incorporated by reference in any Preliminary Prospectus or the
Prospectus did not, and any further documents incorporated by reference therein
will not, when filed with the Commission, 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.
(i) The
Company has been duly incorporated and is an existing corporation in good
standing under the laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as described in the
most recent Preliminary Prospectus and the Prospectus; and the Company is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified or be in good standing would not have a material adverse effect on the
financial condition, business, properties, results of operations or affairs of
the Company and its subsidiaries taken as a whole (a “ This excerpt taken from the CVS 8-K filed Sep 10, 2008. Exchange Act”),
after the date of such Preliminary Prospectus or the Prospectus, as the case may
be, and incorporated by reference in such Preliminary Prospectus or the
Prospectus, as the case may be; and any reference to any amendment to the
Registration Statement will be deemed to include any annual report of the
Company on Form 10-K filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after the Effective Date that is incorporated by
reference in the Registration Statement.
(b) The
Commission has not issued any order preventing or suspending the effectiveness
of the Registration Statement or preventing or suspending the use of any
Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus;
and no proceeding for any such purpose or pursuant to Section 8A of the
Securities Act against the Company or related to the offering has been
instituted or, to the Company’s knowledge, threatened by the
Commission. The Commission has not issued any order directed to any
document incorporated by
2
reference
in the most recent Preliminary Prospectus or the Prospectus, and no proceeding
has been instituted or, to the Company’s knowledge, threatened by the Commission
with respect to any document incorporated by reference in the most recent
Preliminary Prospectus or the Prospectus. The Commission has not
notified the Company of any objection to the use of the form of the Registration
Statement.
(c) The
Company is a “well-known seasoned issuer” (as defined in Rule 405 of the Rules
and Regulations) and has not been, and continues not to be, an “ineligible
issuer” (as defined in Rule 405 of the Rules and Regulations), in each case at
all times relevant under the Securities Act in connection with the offering of
the Notes.
(d) The
Registration Statement conformed on the Effective Date and conforms, and any
amendment to the Registration Statement filed after the date hereof will
conform, in all material respects, to the requirements of the Securities Act and
the Rules and Regulations. The most recent Preliminary Prospectus
conforms on the date hereof, and the Prospectus, and any amendment or supplement
thereto, will conform as of its date and as of the Closing Date, in all material
respects, to the requirements of the Securities Act and the Rules and
Regulations. The documents incorporated by reference in the most
recent Preliminary Prospectus or the Prospectus conformed, and any further
documents so incorporated will conform, when filed with the Commission, in all
material respects to the requirements of the Exchange Act or the Securities Act,
as applicable, and the Rules and Regulations; and no such documents have been
filed with the Commission since the close of business of the Commission on the
Business Day immediately prior to the date hereof.
(e) The
Registration Statement does not, as of the date hereof, 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 not misleading; provided, however, that no
representation or warranty is made as to information contained in or omitted
from the Registration Statement 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).
(f) The
Disclosure Package did not, as of the Applicable Time, 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 no
representation or warranty is made as to information contained in or omitted
from the Disclosure Package 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).
(g) The
Prospectus, and any amendment or supplement thereto, will not, as of its date
and on 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 no
representation or warranty is made as to information contained in or omitted
from the 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).
(h) The
documents incorporated by reference in any Preliminary Prospectus or the
Prospectus did not, and any further documents incorporated by reference therein
will not, when filed with the Commission, 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.
(i) The
Company has been duly incorporated and is an existing corporation in good
standing under the laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as described in the
most recent Preliminary Prospectus and the Prospectus; and the Company is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified or be in good standing would not have a material adverse effect on the
financial condition, business,
3
properties,
results of operations or affairs of the Company and its subsidiaries taken as a
whole (a “ This excerpt taken from the CVS 8-K filed Aug 15, 2006. Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such
Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will be deemed to include any annual report of the Company on Form 10-K filed with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement.
2
(b) The Commission has not issued any order preventing or suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus; and no proceeding for any such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the Company’s knowledge, threatened by the Commission. The Commission has not issued any order directed to any document incorporated by reference in the most recent Preliminary Prospectus or the Prospectus, and no proceeding has been instituted or, to the Company’s knowledge, threatened by the Commission with respect to any document incorporated by reference in the most recent Preliminary Prospectus or the Prospectus. The Commission has not notified the Company of any objection to the use of the form of the Registration Statement. (c) The Company is a “well-known seasoned issuer” (as defined in Rule 405 of the Rules and Regulations) and has not been, and continues not to be, an “ineligible issuer” (as defined in Rule 405 of the Rules and Regulations), in each case at all times relevant under the Securities Act in connection with the offering of the Notes. (d) The Registration Statement conformed on the Effective Date and any amendment to the Registration Statement filed after the date hereof will conform, in all material respects, to the requirements of the Securities Act and the Rules and Regulations. The most recent Preliminary Prospectus conforms on the date hereof, and the Prospectus, and any amendment or supplement thereto, will conform as of its date and as of the Closing Date, in all material respects, to the requirements of the Securities Act and the Rules and Regulations. The documents incorporated by reference in the most recent Preliminary Prospectus or the Prospectus conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the Rules and Regulations; and. no such documents have been filed with the Commission since the close of business of the Commission on the Business Day immediately prior to the date hereof. (e) The Registration Statement does not, as of the date hereof, 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 not misleading; provided, however, that no representation or warranty is made as to information contained in or omitted from the Registration Statement 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). (f) The Disclosure Package did not, as of the Applicable Time, 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 no representation or warranty is made as to information contained in or omitted from the Disclosure Package 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). (g) The Prospectus, and any amendment or supplement thereto, will not, as of its date and on 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 no representation or warranty is made as to information contained in or omitted from the 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). (h) The documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents incorporated by reference therein will not, when filed with the Commission, 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. 3
(i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the most recent Preliminary Prospectus and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or be in good standing would not have a material adverse effect on the financial condition, business, properties, results of operations or affairs of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”). (j) Each subsidiary of the Company that is material to the Company and its subsidiaries taken as a whole (collectively, the “ | EXCERPTS ON THIS PAGE:
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