Confidential Private Placement Memorandum Sample Clauses

Confidential Private Placement Memorandum. A true and correct copy of the private placement memoranda of the Guarantor, together with all supplements thereto that have been delivered to Investors, if any; and
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Confidential Private Placement Memorandum. The information supplied by the Company for inclusion or incorporation by reference in the Confidential Private Placement Memorandum dated as of March 21, 2007 (the “Confidential Private Placement Memorandum”) in connection with the Offering does not contain any untrue statement of a material fact or omit 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.
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Confidential Private Placement Memorandum. The Company has prepared the confidential private placement memorandum dated February 14, 2008 (the “Private Placement Memorandum”), setting forth information concerning the Company and the Common Stock. As used in this Agreement, “Private Placement Memorandum” means the Private Placement Memorandum as amended or supplemented and including all documents incorporated by reference therein, including any SEC Filings (as defined below). To the knowledge of the Company, copies of the Private Placement Memorandum and the documents listed in clauses (a) through (d) below have been delivered to the Purchasers pursuant to the terms of this Agreement. The Private Placement Memorandum (excluding the draft form of this Agreement and the draft form of the Registration Rights Agreement), as of its date, and each of the following documents, as of the respective date it was filed with the Commission (as defined below) (together with any information included in the Current Report on Form 8-K of the Company furnished, but not filed with, the Commission on January 25, 2008 that is not expressly incorporated by reference in the Private Placement Memorandum), do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading:
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Confidential Private Placement Memorandum. The information supplied by the Company for inclusion or incorporation by reference in the Confidential Private Placement Memorandum dated as of November 18, 2005 (the “Confidential Private Placement Memorandum”) in connection with the Offering does not contain any untrue statement of a material fact or omit 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 in order for the Confidential Private Placement Memorandum not to contain any untrue statement of a material fact or omit 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, such event shall be so described, and an appropriate amendment or supplement shall be prepared by the Company.
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Confidential Private Placement Memorandum. TWGI represents and warrants that the Confidential Private Placement Memorandum of WP, dated January 8, 1999, is true and complete and does not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
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Confidential Private Placement Memorandum. The Confidential Private Placement Memorandum of the Company attached hereto as Annex 5.1, dated February 2001, (as finally amended and supplemented on the Closing Date, the "Memorandum") does not and, as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading.
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Confidential Private Placement Memorandum. The Company will prepare a Confidential Private Placement Memorandum covering the proposed offering (the "PPM") which shall meet the anti-fraud and other requirements of the federal and state securities laws. The PPM shall be in form and substance reasonably satisfactory to Viewtrade. The Company agrees that it shall modify or supplement the PPM during the course of the Offering to insure that the PPM does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. Viewtrade agrees that it will not make any use of the PPM other than for purposes of implementating this agreement, nor will it or any of its agents, employees or participating soliciting brokers or dealers use the same or do any other act or thing in the course of the offering or sale hereunder which would constitute a violation of the Act, the Securities Exchange Act of 1934, as amended (the "1934 Act") or any state "blue sky" laws or regulations applicable to this Offering.
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Confidential Private Placement Memorandum. The Company has prepared a Confidential Private Offering Memorandum (“PPM”) covering the proposed offering of the stock which Company, shall has or shall have reviewed by legal counsel for compliance with anti-fraud and other disclosure requirements of the federal and state securities laws. The PPM shall be in form and substance reasonably satisfactory to Legend and its counsel. The Company agrees that it shall use reasonable efforts to modify or supplement the PPM during the course of the Offering to insure that the PPM does not contain any substantially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not materially misleading in light of the circumstances in which they were made.
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Confidential Private Placement Memorandum. 7. Radiant Energy Corporation - Offer of Rights to subscribe for Debentures. 8. Copy of 5/6/99 Presentation to Boeing Capital (in Scottsdale). 9. Summary Gross Margin made on the various Infratek Models. 10. Summary of Continental's savings at Newark on the Infratek 2000. 11. Suggested pricing schedule for various aircraft types using Infratek System. 12. Summary list of Infratek advantages (provided by Xxxxxx Xxxxx during credit interview). 13. Marketing brochure on Radiant Energy Corporation. 14. Settlement Agreement dated April 20, 1998 among Xxxxxxx-Xxxxxx Inc., Xxxxxxx Xxxx Xxxx, Xxxxxxx Xxxx, Radiant Aviation Services, Inc. (formerly known as Process Technologies, Inc.) and the Corporation (the "R-G Settlement Agreement")
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Related to Confidential Private Placement Memorandum

  • PLACEMENT AGENT’S INFORMATION The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Placement Agent’s Information consists solely of the following information in the Prospectus: (i) the last paragraph on the front cover page concerning the terms of the offering by the Placement Agent; and (ii) the statements concerning the Placement Agent contained in the first paragraph under the heading “Plan of Distribution.”

  • Confidential Information; Non-Solicitation During the Term and any Continuation Period, the Executive covenants and agrees as follows: (a) to hold in a fiduciary capacity for the benefit of the Company and its Affiliates all secret, proprietary or confidential material, knowledge, data or any other information relating to the Company or any of its Affiliates and their respective businesses ("Confidential Information"), which has been obtained by the Executive during the Executive's employment by the Company or any of its Affiliates and that has not been, is not now and hereafter does not become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement), and will not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it; the Executive further agrees to return to the Company any and all records and documents (and all copies thereof) and all other property belonging to the Company or relating to the Company, its Affiliates or their businesses, upon termination of Executive's employment with the Company and its Affiliates; and (b) not to solicit or entice any other employee of the Company or its Affiliates to leave the Company or its Affiliates to go to work for any other business or organization which is in direct or indirect competition with the Company or any of its Affiliates, nor request or advise a customer or client of the Company or its Affiliates to curtail or cancel such customer's business relationship with the Company or its Affiliates.

  • Confidential Information Agreement Executive’s receipt of any payments or benefits under Section 6 will be subject to Executive continuing to comply with the terms of Confidential Information Agreement (as defined in Section 10).

  • PRIVATE AND CONFIDENTIAL The content of this Agreement and all information relating to it shall be kept strictly private and confidential by the parties;

  • CONFIDENTIAL INVESTOR QUESTIONNAIRE 7.1 The Subscriber represents and warrants that he, she or it comes within one category marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below. Category A The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000.

  • Confidential Financial Information The Parties will treat all financial information subject to review under this ARTICLE VIII or under any sublicense agreement as Confidential Information of such Party as set forth in ARTICLE IX, and will cause its accounting firm to retain all such financial information in confidence under terms substantially similar to those set forth in ARTICLE IX and with respect to each inspection, the independent accounting firm will be obliged to execute for each Party’s benefit a reasonable confidentiality agreement prior to commencing any such inspection.

  • SHORT SALES AND CONFIDENTIALITY Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during the period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with the terms of this Agreement, maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents.

  • Confidential Information and Non-Solicitation (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and its subsidiaries and affiliates, which shall have been obtained by the Executive in connection with the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data, to anyone other than the Company and those designated by it; provided, however, that if the Executive receives actual notice that the Executive is or may be required by law or legal process to communicate or divulge any such information, knowledge or data, the Executive shall promptly so notify the Company.

  • Disclosure; 10b-5 The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations. Each of the Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not 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 and when made, not misleading.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

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