Common use of Disclosure; Projections Clause in Contracts

Disclosure; Projections. The Company has made available to the Investors all the information reasonably available to the Company that the Investors have requested for deciding whether to acquire the Series C+ Closing Shares, including certain of financial projections with respect to the Company, each of which were prepared in good faith. To the Warrantors’ knowledge, no representation or warranty of any Warrantor contained in this Agreement and no information or materials provided by the Warrantors to the Investors in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby, as qualified by the Private Placement Memorandum, and no information, materials or certificate furnished or to be furnished to the Investors at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. Except as set forth in this Agreement or the Private Placement Memorandum, to the Knowledge of the Warrantors, there is no fact or document or matter that the Company has not disclosed to the Investors in writing and of which any of its officers, directors or executive employees has knowledge and that has had or would reasonably be expected to have any Material Adverse Effect or which would could reasonably be expected by any Warrantor, being a business Person, to materially adversely influence the decision of the Investors to invest in the Company.

Disclosure; Projections. The Company has made available to the Investors all the information reasonably available to the Company that the Investors have requested for deciding whether to acquire the Series C+ C Closing Shares, the Series C Closing Share and the GIC Warrant, including certain of financial projections with respect to the Company, each of which were prepared in good faith. To the Warrantors’ knowledge, no representation or warranty of any Warrantor contained in this Agreement and no information or materials provided by the Warrantors to the Investors in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby, as qualified by the Private Placement MemorandumDisclosure Schedule, and no information, materials or certificate furnished or to be furnished to the Investors at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. Except as set forth in this Agreement or the Private Placement MemorandumDisclosure Schedule, to the Knowledge of the Warrantors, there is no fact or document or matter that the Company has not disclosed to the Investors in writing and of which any of its officers, directors or executive employees has knowledge and that has had or would reasonably be expected to have any Material Adverse Effect or which would could reasonably be expected by any Warrantor, being a business Person, to materially adversely influence the decision of the Investors to invest in the Company. There is no side letter or agreement that the Company has not disclosed to the Investors and under which the Company had granted any other investors or shareholders any rights, privileges or protections more favorable than those granted to the Investors under the Transaction Documents.