Confidential Information Memorandum. The term "Confidential Information Memorandum" shall mean that certain disclosure memorandum distributed by Vision 21 to the Company and Physician dated as of September 27, 1996, and any amendments or revisions thereto.
Confidential Information Memorandum. The Administrative Agent shall have received the Confidential Information Memorandum. For the purpose of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 5.1 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Confidential Information Memorandum. Except for a description of the Securities as set forth in this Indenture and the other Note Documents, copies of the forms of which have been provided to each Holder prior to the Issue Date, the Confidential Information Memorandum, as of its date, and as of the Issue Date, does not contain an 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.
Confidential Information Memorandum. (a) As promptly as reasonably practicable after the date of this Agreement, Nine shall distribute, on behalf of itself and Xxxxxxx, the confidential information memorandum in the form mutually agreed upon by the Combining Companies and SCF (the “Confidential Information Memorandum”) to the holders of Nine Common Stock, Xxxxxxx Common Stock and such other Persons as determined by any party to this Agreement, (i) seeking their approval of the matters contemplated by this Agreement including the Merger, the LTIP and the Amended and Restated Stockholders Agreement, as set forth in the Consents, as applicable (the “Consent Solicitation”), and (ii) offering (A) holders of Nine Common Stock who are eligible purchasers (as described therein) the right to subscribe for an aggregate of up to 19,978 shares of Nine Common Stock at a purchase price per share of $250.27 (the “Nine Subscription Offer”), (B) certain holders of Xxxxxxx Common Stock who are eligible purchasers (as described therein) the right to subscribe for an aggregate of up to 105,680 shares of Xxxxxxx Common Stock at a purchase price per share of $141.94 (the “Xxxxxxx Subscription Offer”), and (C) holders of Nine Common Stock or Xxxxxxx Common Stock who are eligible purchasers (as described therein) the right to subscribe for an aggregate of up to 79,914 shares of Nine Common Stock at a purchase price per share of $250.27 (the “Combined Nine Subscription Offer” and together with the Xxxxxxx Subscription Offer and the Nine Subscription Offer, the “Subscription Offers”), with each Subscription Offer entitling the subscribers thereto to be issued a warrant in the applicable Combining Company equal to one-half of the total number of shares of common stock in the applicable Combining Company purchased by such subscriber in the applicable Subscription Offer, in each case on the terms and subject to the conditions set forth in the Confidential Information Memorandum. The Combined Nine Subscription Offer shall only be available to such holders of Nine Common Stock and Xxxxxxx Common Stock who consent to the transaction, as evidenced by delivery of the Nine Consent or Xxxxxxx Consent, as applicable, and shall be limited to holders of Nine Common Stock and/or Xxxxxxx Common Stock who are either Accredited Investors or Non-U.S. Persons and who may purchase shares of Nine Common Stock and/or Xxxxxxx Common Stock in a private placement under applicable securities Laws and without obligating Nine or Xxxxxxx to under...
Confidential Information Memorandum. A certificate of an Authorized Officer of the Borrower certifying that the Confidential Information Memorandum is true, complete, and accurate in all material respects, as of the date thereof, including the reasonableness of the underlying assumptions upon which the financial projections contained therein are based.
Confidential Information Memorandum. The Confidential Information Memorandum was prepared in good faith.
Confidential Information Memorandum. The Administrative Agent shall have received the Confidential Information Memorandum.
Confidential Information Memorandum. The Company has reviewed the information contained in the Confidential Information Memorandum. The information contained in the Confidential Information Memorandum with respect to the Company (excluding the projections and forward-looking statements) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which the statements were made, not materially misleading. With respect to any projections or forward-looking statements included in the Confidential Information Memorandum, they are based on assumptions and estimates developed in good faith by management of the Company, and the Company believes such assumptions and estimates to be reasonable as of the date of the Confidential Information Memorandum (it being understood and agreed that (i) whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Company, and accordingly, actual results may vary from the projections and such variations may be material and (ii) the projections included in the Confidential Information Memorandum should not be regarded as a representation by the Company that the projected results will be achieved).
Confidential Information Memorandum. The definition of "Confidential Information Memorandum" is hereby amended by deleting the date "March 2002" and substituting therefor "February 2003".
Confidential Information Memorandum the Confidential Information Memorandum of the Borrowers dated February 2012, delivered to the Lenders in connection with this Agreement, and the financial statements and other attachments delivered to the Lenders in connection therewith.
