Offering Information Clause Samples

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"): 2.1 Company's annual report to its shareholders for the fiscal year ended November 30, 2001; 2.2 the proxy statement dated June 27, 2001; 2.3 Company's most recent Form 10-KSB for the fiscal year ended November 30, 2000, as amended, and Form 10-QSB for the period ended February 28, 2001, which are attached as Exhibits C-1 and C-2, respectively; 2.4 a brief description of the securities being offered; 1 - Warrant Agreement 2.5 a description of the material changes in Company's affairs that were not disclosed in the documents furnished; and 2.6 any other documents or items, the review and understanding of which were determined by the Holder and any representatives or advisors as being material and advisable to evaluating the merits and risks purchasing the Securities and the suitability of the Securities as an investment for Holder.

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.

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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, 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.

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.

Offering Information. An exception contained in the lock-up agreement with the Company’s former CEO, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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. None

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