Disclosure Matters. At the Applicable Time, the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or directly by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in any Underwriter Blood Letter provided by such parties.
Disclosure Matters. At the Applicable Time, the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in the Blood Letter.
Disclosure Matters. Seller acknowledges that Buyer may possess material, non-public information concerning Buyer, its business, affairs, results of operations, financial condition, business plans, financial projections and appraisals, Buyer may not have disclosed such information to Seller, such information may not be known to Seller and, if some or all of such information were known to Seller, it might have a material effect on Seller’s willingness to enter into this Agreement on the terms set forth herein. Seller agrees and acknowledges that Buyer may be restricted from disclosing any such information to Seller under applicable securities laws and that Buyer has no obligation to disclose any such information to Seller in connection with the transactions contemplated under this Agreement. Seller is not relying on the disclosure or non-disclosure made or not made by Buyer with respect to Buyer and the current or future value of the Shares and Seller agrees that Buyer and its officers, directors, employees, representatives and stockholders and their respective successors and assigns shall have no liability, and waives and releases any claim of any nature whatsoever that Seller may have or acquire against any of them, relating to the transactions contemplated under this Agreement, whether arising under the federal or any applicable state securities laws or otherwise, based on Buyer’s knowledge, possession or non-disclosure of any such information.
Disclosure Matters. To the best of the Company’s Knowledge, the Company has not, as of the date of this Agreement made any untrue statement of a material fact, or omitted to furnish any material documents or other material information in the possession or under the control of the Company as of the date of this Agreement, that in each case (i) relate to the safety or efficacy of tucatinib (also known as ONT-380), (ii) relate to any license or sub-license of tucatinib (also known as ONT-380), (iii) relate to any Lien, restriction or limitation on the ability of the Company and its Subsidiaries to research, develop, test, distribute, sell, supply, license, market, promote, manufacture or commercialize tucatinib (also known as ONT-380) or (iv) could reasonably be expected to materially and adversely affect the achievement of a Regulatory Authorization for tucatinib (also known as ONT-380).
Disclosure Matters. Seller reached a decision to sell the Securities to Buyer, knowing that Buyer is the issuer of the Securities. Seller is an experienced and sophisticated investor in equity securities of public companies and has carefully reviewed Buyer’s Annual Report on Form 10-K for the year ended December 31, 2015, all subsequent filings of Buyer with the Securities and Exchange Commission, other publicly available information regarding Buyer and such other information that Seller and its advisors deemed necessary to make its decision to sell the Securities to Buyer. Regardless of any materially favorable information about Buyer that Buyer or its affiliates may possess but have not disclosed to Seller (which information may indicate a value of the Securities that is substantially different than reflected in such sale to Buyer), Seller would not have changed its decision to sell the Securities to Buyer, including the price at which the Securities are being sold. Seller has not requested from Buyer or any of its affiliates, and Seller is not relying on Buyer or any of its affiliates for, any information in connection with its decision to sell the Securities, nor is such information necessary to or desired by Seller. Seller acknowledges and understands that Buyer and its affiliates may possess material nonpublic information regarding Buyer not known to Seller that may impact the value of the Securities and that Buyer is unable to disclose such information to Seller. Seller understands, based on its experience, the disadvantage to which Seller is subject due to the disparity of information between Buyer and Seller and, notwithstanding such disparity, Seller has deemed it appropriate to sell the Securities to Buyer. If, despite the preceding representations and warranties in this Section 4(e), Seller and/or an affiliate of Seller are parties to a proceeding in which Seller and/or such affiliate seek relief from Buyer or any of its affiliates based on the allegation that Seller was entitled to additional information from Buyer or any of its affiliates in connection with the sale of the Securities, Seller and/or such affiliate will indemnify Buyer and all of its affiliates and hold them harmless from any cost, expense and liability arising out of such proceeding. It is understood that the foregoing indemnity by its term applies only to proceedings in which Seller and/or an affiliate of Seller seek relief. Hence, such indemnity does not apply to any proceeding brought by any o...
Disclosure Matters. The Company has not, as of the date of this Agreement made any untrue statement of a material fact, or omitted to furnish any material documents or other material information in the possession or under the control of the Company as of the date of this Agreement, that in each case (i) relate to the safety or efficacy of any of Rova-T, SC-002, SC-003, SC-004 and SC-006 or regulatory correspondence with the FDA or another Regulatory Agency with respect to any of Rova-T, SC-002, SC-003, SC-004 and SC-006 and (ii) could reasonably be expected to materially and adversely affect the achievement of Regulatory Approval for any of Rova-T , SC-002, SC-003, SC-004 and SC-006.
Disclosure Matters. All information supplied in writing to Buyer or its counsel by Seller for inclusion in the Prospectus/Proxy Statement, the Registration Statement and the Amendment relating to Seller, the Seller Funds, and their respective affiliates (as such term is defined under the 0000 Xxx) and their respective officers, directors, and trustees and to Seller’s knowledge, by service providers to the Seller Funds (excluding Seller) (collectively, “Seller Information”), will be true and correct in all material respects at the time indicated, as the case may be, and shall not include an 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 to a shareholder of the Seller Funds evaluating the transactions described in the Prospectus/Proxy Statement.
Disclosure Matters. All information contained in the Registration Statement, the Amendment and the Prospectus/Proxy Statement (other than Seller Information) (collectively, “Wasatch Information”), will be true and correct in all material respects at the time indicated, as the case may be; and neither the Registration Statement, the Amendment or the Prospectus/Proxy Statement, when they shall be authorized for use, will, with respect to any Wasatch Information, include an 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.
Disclosure Matters. The Debentureholders agree to a summary of the number of Shares subject to this Agreement being set out in any information circular or prospectus produced by the Company and to this voting agreement being available for inspection until the date of termination of this Agreement.
Disclosure Matters. (a) Such Holder acknowledges that it was informed ------------------ by the Company and it is aware of the fact that the Company may not have sufficient cash to continue its operations beyond December 31, 2001, nor to finance and close the exchange provided for herein, if it fails to obtain additional funding through the sale of business divisions and/or assets (including the sale of the Company's retail web hosting division, which may or may not occur), obtaining equity financing or incurring additional debt, and that no assurance can be given that the Company will be able to obtain such additional funding.
(b) Such Holder acknowledges that it was informed by the Company and it is aware that (i) the total stockholders' equity and the per share price of the Company's Common Stock had fallen below the minimum continued listing requirements of the Nasdaq National Market on which the Common Stock is currently listed, (ii) Nasdaq implemented a moratorium on such continued listing requirements
(c) Such Holder acknowledges that it was informed by the Company and it is aware that the Company and Microsoft Corporation ("Microsoft") intend to enter into an agreement (the "Microsoft Agreement") --------- ------------------- pursuant to which the Company will repurchase from Microsoft $10 million principal amount of Subordinated Notes owned by Microsoft for approximately $900,000 in cash, provided, however, that the closing of the Microsoft Agreement -------- ------- shall not occur prior to the earlier of the Closing Date and December 31, 2001.
(d) Such Holder acknowledges that in connection with the transactions contemplated by this Agreement, the conversion price of $19 million aggregate principal amount of the Company's 8% Convertible Subordinated Notes due 2003 which are held by Charterhouse Equity Partners III, L.P., Softbank Technology Ventures VI L.P. and their respective affiliates, is being reduced from $1.10 per share to $1.00 per share and the exercise price of outstanding warrants to purchase 5,181,870 shares of Common Stock which are held by Charterhouse Equity Partners III, L.P., Softbank Technology Ventures VI L.P. and their respective affiliates, is being reduced from $1.25 per share to $0.60 per share.
(e) Such Holder acknowledges that the Company intends to commence the Exchange Offer pursuant to which the holders (other than the Holders) of the Subordinated Notes shall be offered the same or less consideration for their Subordinated Notes as provi...
