Offering Memorandum definition
Examples of Offering Memorandum in a sentence
The Calumet Parties will deliver, without charge, to the Initial Purchasers as many copies of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including all amendments and supplements thereto) as the Representative may reasonably request.
On and immediately after the Closing Date, the Calumet Parties, taken as a whole, (after giving effect to the issuance of the Securities and the Guarantees and the other transactions related thereto as described in each of the Time of Sale Information and the Offering Memorandum) will be Solvent, and have sufficient capital or access to capital to carry on their business and all businesses in which they are about to engage.
Other than the financial statements or schedules that are set forth or incorporated by reference in the Time of Sale Information and the Offering Memorandum, no other financial statements or schedules would be required to be included in the Time of Sale Information or the Offering Memorandum if each of the Time of Sale Information and the Offering Memorandum was a prospectus in a registration statement on Form S-3 under the Securities Act.
None of the Issuers or Guarantors is, and, after giving effect to the offering and sale of the Securities and the Guarantees and the application of the proceeds thereof as described in each of the Time of Sale Information and the Offering Memorandum, none of them will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).
The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and, except as expressly stated herein, supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum.