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. In a merger or acquisition transaction, there are three basic steps that could invoke the disclosure requirements of the federal securities laws: (i) the negotiation period or pre- definitive agreement period; (ii) the definitive agreement; and (iii) closing.
Disclosure Matters. (a) The Borrower has delivered or will deliver to the Underwriter, without charge, in such quantities as the Underwriter has requested or may hereafter reasonably request, copies of the Official Statement and any amendment or supplement thereto. As set forth in Section 10, the Borrower will be responsible for any costs associated with printing and mailing the Preliminary Official Statement described below and the Official Statement described below.
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. Notwithstanding anything to the contrary contained herein, the failure to use commercially reasonable efforts to protect against any disclosure of any Intellectual Property of the Allied Parties by any CEI Party or its Representatives in violation of this Section, shall constitute a breach of a covenant in a material respect pursuant to Section 11.1(c) hereof; provided, however, that the CEI Parties may make a disclosure otherwise prohibited by this Section if required by applicable Law, Legal Requirements or legal process (including, by oral questions, interrogatories, requests for information, subpoena of documents, civil investigative demand or similar process) or the rules and regulations of the SEC or any stock exchange having jurisdiction over the CEI Parties. In the event that any CEI Party or any of its Representatives is requested or required to disclose any Intellectual Property of the Allied Parties as provided in the proviso in the immediately preceding sentence, such CEI Party must provide the Allied Parties with prompt written notice of any such request or requirement so that the Allied Parties may seek a protective order or other appropriate remedy. If any or all seismic data or other information obtained by any of the Allied Parties in connection with the OMLs, the PSC or the Transferred Contracts from a third Person is subject to restrictions on disclosure, the Allied Parties will use commercially reasonable efforts to enter into an agreement with such third Person allowing disclosure of such data to the CEI Parties.
Disclosure Matters. Mx. Xxxxxxx confirms that he has had a chance to review and approve the disclosures set forth in that certain form of Current Report on Form 8-K and a proposed press release, both of which are attached as Exhibit B hereto and the terms of which are incorporated herein by this reference. Other than expressly provided herein, no other public disclosure shall be made about Mx. Xxxxxxx’x resignation, this Agreement and the terms hereof.
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
