Offering Information Sample Clauses

Offering Information. The Offering Information was true and correct in every material respect as of the date such materials were furnished to Purchaser. The trial balances utilized in the computation of the payments of the Purchase Price are true and correct in all material respects.
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Offering Information. Holder acknowledges that a reasonble time prior to this transaction Holder and/or Holder's representatives and advisors received and carefully reviewed the following documents (collectively, the "SEC Reports"):
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Offering Information. Such Purchaser represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) the Prospectus, which is part of the Registration Statement, and the documents incorporated by reference therein, prior to or in connection with the receipt of this Agreement. Such Purchaser acknowledges that, prior to the delivery of this Agreement to the Company, such Purchaser will receive certain additional information regarding the Offering, including pricing information ( the “Offering Information”). The Offering Information may be provided to such Purchaser by any means permitted under the Securities Act, including in the Prospectus Supplement ( delivered to such Purchaser or made available to it by the filing of an electronic version thereof with the Commission), a free writing prospectus or oral communications. No offer by such Purchaser to buy any of the Securities will be accepted and no part of such Purchaser’s Subscription Amount will be delivered to the Company until such Purchaser has received the Offering Information and the Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company (or Xxxxxx & Xxxxxxx, LLC, the placement agent, on behalf of the Company) sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. This Agreement will constitute only an indication of interest and will involve no obligation or commitment of any kind until such Purchaser has been delivered the Offering Information and this Agreement is accepted and countersigned by or on behalf of the Company. The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.
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Offering Information. In considering an investment in the Notes, the Subscriber has not relied upon any representations made by, or other information (whether oral or written) furnished by or on behalf of the Company or by or on behalf of any Person, including any placement agent or so-called “finder” assisting the Company in connection with the Offering, other than the information set forth in the Offering Materials and this Agreement. Without limiting the foregoing, the Subscriber has not relied on any information, evaluation, or recommendation of any placement agent or any other Person who is directly or indirectly assisting the Company with respect to the Offering, including Persons who are or may be receiving compensation to assist in this Offering. The Subscriber acknowledges that projections are inherently unreliable and that the Company has made no representation or warranty that it will achieve performance consistent with any projections it may have prepared, disseminated or discussed.
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Offering Information. An exception contained in the lock-up agreement with the Company’s former CEO, Xxxxxx X. Xxxxxx, permits him to sell, in connection with his retirement, for tax and estate planning purposes, up to 25,000 shares in any calendar week following the expiration of the first 30 days of the lock-up period at a price no less than $12.50 per share, and up to 25,000 shares in any calendar week following the expiration of the first 60 days of the lock-up period at a price no less than $12.75 per share. SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None SCHEDULE IV
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Offering Information. In the event of any public offering or private placement initiated by the Purchasers, involving or relating to the Company, the Joint Venture or the Business or any financing of the Purchasers’ purchase hereunder (each, an “Offering”), (i) the Purchasers shall promptly notify STC in writing of any such Offering at least fifteen (15) days prior thereto; (ii) the Purchasers shall have the right to include in the offering memorandum or prospectus (and any amendments thereto or modifications thereof) used in connection with such Offering such information relating to the Business, the Company and the Joint Venture, including, without limitation, the operations of the Business or ownership of the Company or the Joint Venture during the period on or prior to the Closing Date (including the Financial Statements) and the transactions contemplated hereby as is customary for a transaction of the type of the Offering (the “Offering Information”), and to include such Offering Information in any filing made with, or submitted to, any third party or Governmental Body in connection with such Offering; provided that STC will have the right to review and approve (which approval shall not be unreasonably withheld or delayed) any Offering Information, filing or submission or any amendments thereto or modifications thereof prior to the Purchasers’ distribution of it to or filing of it with any third party; and the Purchasers will not seek to recover from STC or any of its Affiliates or their employees, directors, officers, representatives or agents (including pursuant to the indemnification under Article VII hereof) for any Damages incurred or sustained by the Purchasers or their employees, directors, officers, representatives or agents in connection with any such Offering. The Purchasers shall be entitled to distribute an offering memorandum or prospectus containing the Offering Information to the extent reasonably necessary to complete the Offering; provided that STC shall have the rights to set forth in the previous sentence with respect to any such offering memorandum or prospectus and any amendments thereto or modifications thereof.
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Offering Information. The Subscriber has been provided with and has reviewed an informational memorandum (the "Informational Memorandum") used in the recently closed private placement offering of Series B Convertible Preferred Stock, which contains business and financial information about the Company and a description of the terms of the Series A Preferred Stock; and
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Related to Offering Information

  • Pricing Information Each Fund or its designee will furnish Plan Provider on each business day that the New York Stock Exchange is open for business ("Business Day"), with (i) net asset value information as of the close of trading (currently 4:00 p.m. Eastern Time) on the New York Stock Exchange or as at such later times at which a Fund's net asset value is calculated as specified in such Fund's prospectus ("Close of Trading"), (ii) dividend and capital gains information as it becomes available, and (iii) in the case of income Funds, the daily accrual or interest rate factor (mil rate). The Funds shall use their best efforts to provide such information to Plan Provider by 6:00 p.m. Central Time on the same Business Day. Distributor or its affiliate will provide Plan Provider (a) daily confirmations of Account activity within five Business Days after each day on which a purchase or redemption of Shares is effected for the particular Account, (b) if requested by Plan Provider, quarterly statements detailing activity in each Account within fifteen Business Days after the end of each quarter, and (c) such other reports as may be reasonably requested by Plan Provider.

  • Identifying Information Issuer and Broker acknowledge that a portion of the identifying information set forth on Exhibit A is being requested by NCPS in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”). To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

  • Furnishing Information (i) Neither the Investor nor any Holder shall use any free writing prospectus (as defined in Rule 405) in connection with the sale of Registrable Securities without the prior written consent of the Company.

  • Accounting Information Without limiting the generality of Section 7.01 but subject to Section 7.01(b):

  • Supplying Information Each Seller shall deliver or provide access to such records, documents, information and data to the applicable Purchaser as such Purchaser may reasonably request in order to properly and efficiently perform its obligations hereunder; provided, however, that the Sellers shall not be required to deliver or provide access to any records, documents, information or data that (a) relates to a part of the business of the Seller Group that is not being serviced by the Purchasers pursuant to this Agreement, (b) in the Sellers’ reasonable determination could violate applicable Law, or could result in the loss or waiver of any attorney-client, work product or similar legal privilege or (c) in the Sellers’ reasonable determination could violate any contractual obligation of the Seller Group with respect to confidentiality; provided, however, the Sellers and the Purchasers shall cooperate in good faith to put in place appropriate substitute disclosure arrangements, including, in the case of clause (a), by separating or redacting the portion of the information that relates to a part of the business of the Seller Group that is not being serviced by the Purchasers pursuant to this Agreement and, in the case of clauses (b) and (c), by using commercially reasonable efforts to obtain the consent of such third party to such access.

  • Other Business and Financial Information The Borrower will deliver to each Lender:

  • Shareholder Information Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

  • Subscriber Information Please print your individual or entity name and address. Joint subscribers should provide their respective names. Your name and address will be recorded exactly as printed below.

  • Forward-Looking Information No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and no forward-looking information within the meaning of Section 1(1) of the Securities Act (British Columbia)) contained or incorporated by reference in the Registration Statement, the Prospectuses or the Time of Sale Prospectuses has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

  • Account Reporting Information Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and shares of Common Stock) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.

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