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This excerpt taken from the CHK 8-K filed Feb 17, 2009. Non-Prospectus Road Show”),
when taken together with the General Disclosure Package, included any untrue
statement of a material fact or omitted 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. The preceding sentence does not
apply to statements in or omissions from any prospectus included in the
Registration Statement or any Issuer Free Writing Prospectus in reliance upon
and in conformity with written information furnished to the Company by an
Underwriter specifically for use therein, it being understood and agreed that
the only such information furnished by an Underwriter consists of the
information described as such in Section 8(b) hereof.
(h) Each
Issuer Free Writing Prospectus and Non-Prospectus Road Show, as of its issue
date and at all subsequent times through the completion of the public offer and
sale of the Offered Securities or until any earlier date that the Company
notified or notifies the Underwriters as described in the next sentence, did
not, does not and will not include any information that conflicted, conflicts or
will conflict with the information then contained in the Registration
Statement. If at any time following issuance of an Issuer Free
Writing Prospectus or a Non-Prospectus Road Show there occurred or occurs an
event or development as a result of which such Issuer Free Writing Prospectus or
Non-Prospectus Road Show conflicted or would conflict with the information then
contained in the Registration Statement or included or would include an untrue
statement of a material fact or omitted or would omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances prevailing at that subsequent time, not misleading, (i) the
Company has promptly notified or will promptly notify the Underwriters and (ii)
the Company has promptly amended or will promptly amend or supplement such
Issuer Free Writing Prospectus or Non-Prospectus Road Show to eliminate or
correct such conflict, untrue statement or omission. The foregoing
two sentences do not apply to statements in or omissions from any Issuer Free
Writing Prospectus or Non-Prospectus Road Show in reliance upon and in
conformity with written information furnished to the Company by an Underwriter
specifically for use therein, it being understood and agreed that the only such
information furnished by an Underwriter consists of the information described as
such in Section 8(b) hereof.
(i) The
Company has been duly incorporated and is an existing corporation in good
standing under the laws of the State of Oklahoma, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the General Disclosure Package; 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 would not reasonably be expected to individually or in the aggregate
have a material adverse effect on the condition (financial or other), business,
prospects, properties or results of operations of the Company and its
subsidiaries taken as a whole (“ This excerpt taken from the CHK 8-K filed Feb 3, 2009. Non-Prospectus Road Show”),
when taken together with the General Disclosure Package, included any untrue
statement of a material fact or omitted 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. The preceding sentence does not
apply to statements in or omissions from any prospectus included in the
Registration Statement or any Issuer Free Writing Prospectus in reliance upon
and in conformity with written information furnished to the Company by any
Underwriter through the Representatives specifically for use therein, it being
understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in Section 8(b)
hereof.
(h) Each
Issuer Free Writing Prospectus and Non-Prospectus Road Show, as of its issue
date and at all subsequent times through the completion of the public offer and
sale of the Offered Securities or until any earlier date that the Company
notified or notifies the Representatives as described in the next sentence, did
not, does not and will not include any information that conflicted, conflicts or
will conflict with the information then contained in the Registration
Statement. If at any time following issuance of an Issuer Free
Writing Prospectus or a Non-Prospectus Road Show there occurred or occurs an
event or development as a result of which such Issuer Free Writing Prospectus or
Non-Prospectus Road Show conflicted or would conflict with the information then
contained in the Registration Statement or included or would include an untrue
statement of a material fact or omitted or would omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances prevailing at that subsequent time, not misleading, (i) the
Company has promptly notified or will promptly notify the Representatives and
(ii) the Company has promptly amended or will promptly amend or supplement such
Issuer Free Writing Prospectus or Non-Prospectus Road Show to eliminate or
correct such conflict, untrue statement or omission. The foregoing
two sentences do not apply to statements in or omissions from any Issuer Free
Writing Prospectus or Non-Prospectus Road Show in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by any Underwriter consists
of the information described as such in Section 8(b) hereof.
(i) The
Company has been duly incorporated and is an existing corporation in good
standing under the laws of the State of Oklahoma, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the General Disclosure Package; 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 would not reasonably be expected to individually or in the aggregate
have a material adverse effect on the condition (financial or other), business,
prospects, properties or results of operations of the Company and its
subsidiaries taken as a whole (“ | EXCERPTS ON THIS PAGE:
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