Information Memorandum definition
Examples of Information Memorandum in a sentence
On the Closing Date, the New Notes will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and the Confidential Information Memorandum, as of its date, contains or will contain all the information that, if requested by a prospective purchaser of the New Notes, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.
The statistical and market-related data included in each of the Confidential Information Memorandum and the consolidated financial statements included in the Confidential Information Memorandum are based on or derived from sources that NFE believes to be reliable in all material respects and, to the extent required, NFE has obtained the written consent to the use of such data from such sources.
Neither the issuance, sale, exchange or delivery, as applicable, of the New Securities nor the application of the proceeds thereof by NFE or its Subsidiaries as described in the Confidential Information Memorandum will violate Regulation U or X of the Board of Governors of the Federal Reserve System.
NFE and each of its subsidiaries have fulfilled and performed all of their obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation, or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that would not reasonably be expected to have an NFE Material Adverse Effect or except as described in the Confidential Information Memorandum.
Since the date of the balance sheet set forth in the financial statements in the Confidential Information Memorandum, there has not occurred any event, change, fact, condition, circumstance or occurrence that, individually or in the aggregate, has had, or could reasonably be expected to have, an NFE Material Adverse Effect (as defined below).