Common use of Private Placement Memorandum Clause in Contracts

Private Placement Memorandum. The Private Placement Memorandum does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements therein not misleading.

Appears in 3 contracts

Samples: Stock Exchange Agreement (Specialty Care Network Inc), Asset Exchange Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc)

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Private Placement Memorandum. The Private Placement Memorandum does is accurate in all material respects and did not contain any untrue statement of material fact or omit to state a any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vital Living Inc)

Private Placement Memorandum. The Private Placement Memorandum does not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Nal Financial Group Inc)

Private Placement Memorandum. (a) The Private Placement Memorandum does not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Subscription Agreement (Superior Financial Corp /Ar/)

Private Placement Memorandum. The Private Placement Memorandum does Memorandum, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. At the date hereof and as of the Closing Date the Private Placement Memorandum does not and will not 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Black Hills Corp /Sd/)

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Private Placement Memorandum. The Private Placement Memorandum does 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 therein, in the light of the circumstances under which they were made, not misleading. Except upon the consent of the Company (which shall not be unreasonably withheld), eCom shall use the proceeds of the Qualified Private Placement substantially in the manner described in the Private Placement Memorandum.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dynamicweb Enterprises Inc)

Private Placement Memorandum. The Private Placement Memorandum does not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Purchase Agreement (Prime Group Realty Trust)

Private Placement Memorandum. The Private Placement Memorandum does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein made therein, in light of the circumstances in which they are made, not misleading. The Company acknowledges and agrees that the Purchaser makes no representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Market Central Inc)

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