Common use of Corporate Condition Clause in Contracts

Corporate Condition. None of the Company's filings made with the Securities and Exchange Commission (the "Commission") (such filings, the "SEC Reports"), including, but not limited to, those reports referenced in Section 5.5 below, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. There have been no material adverse changes in the Company's business, properties, results of operations, condition (financial or otherwise) or prospects since the date of those reports which have not been disclosed to the Purchaser in writing. Further, all material non-public information (other than the specific information respecting the sale of the Notes themselves) respecting the Company, its business and its financial condition, as the same would be required to be disclosed in an SEC Report or registration statement (or corresponding prospectus) if the Notes were otherwise being registered for sale by the Company, has been so publicly reported or disclosed prior to the sale of the Notes as contemplated herein.

Appears in 2 contracts

Samples: Note Subscription Agreement (Environmental Solutions Worldwide Inc), Note Subscription Agreement (Environmental Solutions Worldwide Inc)

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Corporate Condition. None of the Company's ’s filings made with the Securities and Exchange Commission (the "Commission") (such filings, the "SEC Reports"), including, but not limited to, those reports referenced in Section 5.5 below, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. There have been no material adverse changes in the Company's ’s business, properties, results of operations, condition (financial or otherwise) or prospects since the date of those reports which have not been disclosed to the Purchaser Purchasers in writing. Further, all material non-public information (other than the specific information respecting the sale of the Notes themselves) respecting the Company, its business and its financial condition, as the same would be required to be disclosed in an SEC Report or registration statement (or corresponding prospectus) if the Notes were otherwise being registered for sale by the Company, has been so publicly reported or disclosed prior to the sale of the Notes as contemplated herein.

Appears in 2 contracts

Samples: Note Subscription Agreement (Environmental Solutions Worldwide Inc), Note Subscription Agreement (Environmental Solutions Worldwide Inc)

Corporate Condition. None of the Company's ’s filings made with the Securities and Exchange Commission (the "Commission") (such filings, the "SEC Reports"), including, but not limited to, those reports referenced in Section 5.5 below, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. There have been no material adverse changes in the Company's ’s business, properties, results of operations, condition (financial or otherwise) or prospects since the date of those reports which have not been disclosed to the Purchaser in writing. Further, all material non-public information (other than the specific information respecting the sale of the Notes themselves) respecting the Company, its business and its financial condition, as the same would be required to be disclosed in an SEC Report or registration statement (or corresponding prospectus) if the Notes were otherwise being registered for sale by the Company, has been so publicly reported or disclosed prior to the sale of the Notes as contemplated herein.

Appears in 1 contract

Samples: Subordinated Note Subscription Agreement (Black Leon D)

Corporate Condition. None of the Company's ’s filings made with the Securities and Exchange Commission (the "Commission") (such filings, the "SEC Reports"), including, but not limited to, those reports referenced in Section 5.5 below, contains contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. There have been no material adverse changes in the Company's ’s business, properties, results of operations, condition (financial or otherwise) or prospects since the date of those reports which have not been disclosed to the Purchaser Purchasers in writing. Further, all material non-public information (other than the specific information respecting the sale of the Notes themselves) respecting the Company, its business and its financial condition, as the same would be required to be disclosed in an SEC Report or registration statement (or corresponding prospectus) if the Notes were otherwise being registered for sale by the Company, has been so publicly reported or disclosed prior to the sale of the Notes as contemplated herein.

Appears in 1 contract

Samples: Subscription Agreement (Vystar Corp)

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Corporate Condition. None of the Company's filings made with the Securities and Exchange Commission (the "Commission") (such filings, the "SEC Reports"), including, but not limited to, those reports referenced in Section 5.5 below, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. There have been no material adverse changes in the Company's business, properties, earnings, results of operations, condition (financial or otherwise) or prospects since the date of those reports which have not been properly disclosed to the Purchaser in writingpublic pursuant to filings made with the Commission. Further, all material non-public information (other than the specific information respecting the sale of the Notes Securities themselves) respecting the Company, its business and its financial condition, as the same would be required to be disclosed in an a SEC Report or registration statement (or corresponding prospectus) if the Notes Securities were otherwise being registered for sale by the Company, has been so publicly reported or disclosed prior to the sale of the Notes Securities as contemplated herein.

Appears in 1 contract

Samples: Securities Subscription Agreement (Bodisen Biotech, Inc)

Corporate Condition. None of the Company's ’s filings made with the Securities and Exchange Commission (the "Commission") (such filings, the "SEC Reports"), including, but not limited to, those reports referenced in Section 5.5 below, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. There have been no material adverse changes in the Company's ’s business, properties, results of operations, condition (financial or otherwise) or prospects since the date of those reports which have not been disclosed to the Purchaser in writing. Further, all material non-public information (other than the specific information respecting the sale of the Notes themselves) respecting the Company, its business and its financial condition, as the same would be required to be disclosed in an SEC Report or registration statement (or corresponding prospectus) if the Notes Securities were otherwise being registered for sale by the Company, has been so publicly reported or disclosed prior to the sale of the Notes Securities as contemplated herein.

Appears in 1 contract

Samples: Subscription Agreement (Genesis Biopharma, Inc)

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