Material Information Sample Clauses

Material Information. This Agreement, the financial statements of Non Industrial and all other information provided in writing by the Non Industrial Shareholders or Non Industrial or representatives thereof to URBF, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions, which have not been disclosed to URBF in writing which, individually or in the aggregate, could have a material adverse effect on URBF or a material adverse effect on the ability of any Non Industrial Shareholder to perform any of his or her obligations pursuant to this Agreement.
Material Information. As of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case may be, that the sale of the Shares by such Selling Stockholder is not and will not be prompted by any material information concerning the Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus. Each of the Selling Stockholders represents and warrants that certificates in negotiable form representing all of the Shares to be sold by such Selling Stockholders hereunder [other than any such Shares to be issued upon the exercise of Options,] have been [, and each of the Selling Stockholders who is selling Shares upon the exercise of Options represents and warrants that duly completed and executed irrevocable Option exercise notices, in the forms specified by the relevant Option Agreement, with respect to all of the Shares to be sold by such Selling Stockholders hereunder have been,] placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to Computershare Inc., as custodian (the “Custodian”), and that such Selling Stockholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided herein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder [, to authorize (if applicable) the exercise of the Options to be exercised with respect to the Shares to be sold by such Selling Stockholder hereunder] and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. Each of the Selling Stockholders specifically agrees that the Shares represented by the certificates [or the irrevocable Option exercise notice, in either case] held in custody for such Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stoc...
Material Information. The Financial Statements, this Agreement, the other Transaction Documents and any exhibit, schedule, certificate, or other information, representation, warranty or other document furnished or to be furnished by Seller to Purchaser pursuant to or in connection with any of the foregoing, do not (i) contain, nor will the same contain, any untrue statement of a material fact; or (ii) omit, nor will the same omit, or fail to state, a material fact required to be stated herein or therein or which is necessary to make the statements herein or therein not misleading.
Material Information. To the knowledge of Company, neither the Schedules hereto nor this Agreement contains any untrue statement of a material fact or omit to state a material fact necessary to make information contained therein or herein not misleading. To the knowledge of Company, there is no fact or condition which Company has not disclosed to Parent in writing which materially adversely affects the condition, financial or otherwise, of the Principal Assets or the Business or the prospects thereof or therefor, or the ability of Company to perform any of its obligations under this Agreement.
Material Information. As of the Closing, no representation or warranty by RWEI, nor any statement or certificate furnished or to be furnished to the Acquired Company's Shareholders pursuant hereto or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the representation, warranty, statement or certificate not misleading. At or prior to the Closing RWEI will deliver to the Acquired Company's Shareholders a Disclosure Document (the "RWEI Disclosure Document") that provides the Acquired Company's Shareholders with all material information concerning RWEI and the Acquisition Stock, as required by Rule 10b-5 of the Securities and Exchange Commission, and RWEI and the Acquired Company's Shareholders will take all actions and steps that are necessary to cause the Acquired Company's Shareholders' acquisition of the Acquisition Stock to be qualified under Regulation D of the Securities and Exchange Commission as a private placement of securities and to be similarly qualified under applicable provisions of state laws. The Parties will cooperate with each other in signing documents and forms to be filed with federal and state regulatory agencies to accomplish the results contemplated in this paragraph.
Material Information. No representations or warranties by the Company in this Agreement and no statements or information contained in the Company Disclosure Schedule, or in any certificate furnished or to be furnished by the Company to Parent pursuant to the provisions of this Agreement, contain or will contain any untrue statement of a material fact or omit or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.
Material Information. (a) This Agreement, the Schedules hereto, the Fresh Financial Statements of Fresh and all other information provided in writing by Fresh, or representatives thereof, to Purchaser, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading.
Material Information. The sale of the Shares by such Selling Stockholder is not prompted by any material information known to such Selling Stockholder concerning the Company that is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.