Confidential Offering Memorandum. Assignee has delivered the Exchange Offer, together with copies of the most recent drafts of the Registration Statement to be filed with the Securities and Exchange Commission with respect to the IPO (the "Registration Statement") and Partnership Agreement of Assignee to each Assignor, offering to acquire the Participation Interests in exchange for Units.
Confidential Offering Memorandum. The Company has previously -------------------------------- delivered to Parent a Confidential Offering Memorandum dated December 12, 1996 which is attached hereto as Exhibit 2.29 (the "Offering Memorandum"). All of the facts contained in the Offering Memorandum were true and correct in all respects on the date made and there has been no change therein other than such changes which are in the ordinary course of business or immaterial.
Confidential Offering Memorandum. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Confidential Private Placement Memorandum dated as of June 19, 2002 (the "Confidential Private Placement Memorandum") in connection with the Offering contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Closing Date, any event with respect to the Company shall occur which is required to be described in the Confidential Private Placement Memorandum, such event shall be so described, and an appropriate amendment or supplement shall be prepared by the Company. Upon the filing of the Current Report on Form 8-K pursuant to Section 4(g)(1) hereof, the Confidential Private Placement Memorandum shall contain no material non-public information.
Confidential Offering Memorandum. The Securities will be sold pursuant to an exemption from registration under Securities and Exchange Commission ("SEC") Regulation D and Rule 506 thereof promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and in reliance upon applicable exemptions under state law. The Company has prepared a Confidential Offering Memorandum, which describes the Securities and includes the form of subscription agreement containing representations, warranties, terms and conditions subject to which the Securities will be sold (the "Purchase Agreement"). Copies of the Confidential Offering Memorandum have been sent to the Placement Agent by the Company for the uses and purposes permitted by the Securities Act. The term "Confidential Offering Memorandum," as used in this Agreement, shall mean the Confidential Offering Memorandum, including all exhibits thereto (including the Company's Form 10-KSB for the year ended December 31, 2001, the Company's Form 10-QSB for the calendar quarters ended March 31, 2002 and June 30, 2002 and the Company's Form 8-K dated August 31, 2000) and financial statements contained or incorporated therein, as the same may be supplemented or amended by the Company from time to time in conformity with the provisions hereof.
Confidential Offering Memorandum. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Confidential Offering Memorandum dated as of October 30, 2001 (the "Confidential Offering Memorandum") in connection with the Offering contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Closing Date, any event with respect to the Company shall occur which is required to be described in the Confidential Offering Memorandum, such event shall be so described, and an appropriate amendment or supplement shall be prepared by the Company.
Confidential Offering Memorandum. All statements made by the Company in the Confidential Offering Memorandum distributed to Holders in connection with the sale of the Securities are accurate and complete. The Confidential Offering Memorandum does not omit to state a material fact required to be stated or that is necessary to make a statement not misleading.
Confidential Offering Memorandum. The Confidential Offering Memorandum issued on November 12, 1999 previously delivered to each Investor (the "Memorandum") was prepared in good faith by the Company and does not, to the best of the Company's and each of its Subsidiaries' knowledge after due inquiry, contain any untrue statement of a material fact nor does it omit to state a material fact necessary to make the statements therein not misleading, except that with respect to assumptions, projections and expressions of opinion or predictions contained in the Memorandum, the Company represents only that such assumptions, projections, expressions of opinion and predictions were made in good faith and that the Company believes there is a reasonable basis therefor.
Confidential Offering Memorandum. To the best of the knowledge and belief of the Purchaser, the Confidential Offering Memorandum dated January, 2000, is true and accurate in all material respects and is not misleading in any material respect in light of the circumstances under which the statements contained therein were made; any opinions, predictions or intentions expressed in the Offering Memorandum are true and honestly held or made and are not misleading in any material respect and have been made after due and careful consideration of all relevant factors known to CI4Net; the Offering Memorandum does not contain any untrue statement of a material fact and does not omit to state any material fact necessary to make such information not misleading in any material respect in light of the circumstances under which such statements were made. Parties understand and agree that the reference to the Confidential Offering Memorandum does not and will not create any liability under and/or in connection with laws other than Dutch law. Dividends, distribution of profits Purchaser did not declare any dividend or other distribution which has not been fully paid, nor do any rights to distribution from reserves or from profits, including but not limited to bonuses, exist. Shareholders decisions There are no decisions of the general meeting of shareholders of Purchaser, or of any other body of Purchaser, which have not been fully carried out. No misrepresentation To the best of Purchaser's knowledge, no representation or warranty by Purchaser in the Acquisition Agreement, or in any Exhibit or other document furnished relating to the transaction contemplated hereby, contains or will as of Closing Date contain, any untrue statement of any material fact or omits or will, as of Closing Date, omits to state a material fact or event necessary to make the statements contained therein not misleading. Breach of Schedule 3 To the best knowledge of Purchaser, Vendors are not in breach of any of the representations and Warranties contained in Schedule 3.
Confidential Offering Memorandum. The Confidential Offering Memorandum provided by the Financial Advisor (on behalf of the Seller) to the Buyer in connection with the Buyer's consideration of the Transactions does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading,
Confidential Offering Memorandum. SEC DOCUMENTS; FINANCIAL STATEMENTS. Each complete or partial statement or report included as an appendix to the Memorandum is a true and complete copy of or excerpt from such document as filed by the Company with the United States Securities and Exchange Commission (the "SEC"). The Company has filed in a timely manner all documents that the Company was required to file with the SEC under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), during the twelve (12) months preceding the date of this Agreement. As of their respective filing dates (or, if amended, when amended), all documents filed by the Company with the SEC (the "SEC Documents") complied in all material respects with the requirements of the Exchange Act. Neither the Memorandum nor any of the SEC Documents as of their respective dates contained any untrue statement of material fact or omitted to state a material fact required (under the federal securities laws in connection with the sale of the Shares) to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents and the Memorandum (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the financial position of the Company at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring adjustments).
