Due Diligence Matters. To the knowledge of the Company, all documents and information delivered and provided by or on behalf of the Company to the Underwriters as a part of their due diligence in connection with the Offering were complete and accurate in all material respects.
Due Diligence Matters. The Company will cooperate with any reasonable due diligence review conducted by the Sales Agent or its respective agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior officers, during regular business hours and at the Company’s principal offices, as either Agent may reasonably request. The parties acknowledge that the due diligence review contemplated by this Section 2(r) will include, without limitation, during the term of this Agreement a quarterly diligence conference to occur within five business days after each 10-Q filing or 10-K filing whereby the Company will make its senior corporate officers available to address diligence inquiries of the Sales Agent and will provide such additional information and documents as the Sales Agent may reasonably request.
Due Diligence Matters. (a) prior to the filing of the Final Prospectus and any Supplementary Material, the Company will allow the Agent to participate fully in the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum and any Supplementary Material and shall allow the Agent to conduct all due diligence which it may reasonably require to conduct in order to fulfil its obligations and in order to enable it to responsibly execute the certificates required to be executed by it at the end of each of the Preliminary Prospectus, the Final Prospectus and any applicable Supplementary Material;
(b) the Company will promptly notify the Agent in writing if, prior to completion of the Distribution Period, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the Agent) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and the Material Subsidiaries on a consolidated basis including any change relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), capital, ownership, control or management of the Company and the Material Subsidiaries or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Final Prospectus, Final U.S. Placement Memorandum or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities Laws;
(c) the Company will promptly notify the Agent in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the Agent, acting reasonably, provided the Agent has taken all action required by it hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all ...
Due Diligence Matters. To the knowledge of the Company, all documents and information delivered and provided by or on behalf of the Company to the Agents as a part of their due diligence in connection with the Offering were complete and accurate in all material respects.
Due Diligence Matters. All documents and information delivered and provided by or on behalf of the Issuer to Subscriber as a part of its due diligence in connection with the Offering were complete and accurate in all material respects.
Due Diligence Matters. Agent shall have received all due diligence materials with respect to such Person as Agent may reasonably request, including, but not limited to, an appraisal of such Person’s Inventory and a field examination with respect to such Person’s assets, financial position and other information as Agent may request, in each case, in form and substance reasonably satisfactory to Agent.
Due Diligence Matters. Upon reasonable notice and at reasonable times during normal business hours, the Company will make available for inspection, by a representative of each Notice Holder, and the Managing Underwriters, if any, and attorneys or accountants retained by such Notice Holder or Managing Underwriters, as applicable, customary due diligence information.
Due Diligence Matters. (a) Within the sixty (60) day period beginning on the date of the execution of the Agreement (“the Due Diligence Period”), Purchaser shall have been provided an opportunity to access Seller’s records and information related to financial, legal, company (including minutes of member meetings provided that Seller is permitted to redact any discussion regarding the Litigation), marketing, employee relations, regulatory and environmental, and to consult with officers and employees of Seller in order that Purchaser shall be fully satisfied with the Assets and Seller’s Business. During the Due Diligence Period, Purchaser shall also have an opportunity to investigate matters related to leasing of the premises and licensing with the appropriate governmental authorities. If at the end of the Due Diligence Period, if any material items relative, but not limited, to, (i) Seller’s employees or employment matters, and/or (ii) Other Objections, then the Due Diligence Period with respect to such matters may be extended to the Closing Date. In the event that Purchaser, needs additional time to investigate other matters, provided that Purchaser has been diligently pursuing its due diligence investigation, then the Due Diligence Period with respect to such matters may be extended to the Closing Date upon good cause shown and with Seller’s consent, which shall not be unreasonably withheld.
(b) Notwithstanding anything contained herein to the contrary, the Parties acknowledge that the Schedules and Exhibits to the Agreement have not been finalized as of the date of the execution of this Agreement. Seller reserves the right to amend and supplement the Schedules and Exhibits through the Closing Date. In the event that the Schedules or Exhibits are amended and supplemented by the Seller after fifteen (15) days from the date of this Agreement, the Due Diligence Period shall be extended or reopened, as the case may be, and Purchaser shall be granted a period of time reasonable under the circumstances for further opportunity to investigate matters related to the amendments made to the Schedules or Exhibits. Prior to the Closing Date, in the event that Purchaser determines, for any reason, that it does not desire to acquire the Assets, Purchaser shall deliver written notice to Seller of its intention not to close this transaction, and this Agreement may be terminated in accordance with Section 10.1.
Due Diligence Matters. (a) Prior to the Closing Date, the Company shall allow the Underwriters to conduct all due diligence which it may reasonably require to conduct in respect of the Offering and if one or more visits to the offices of the Company is required, such visit(s) shall be made within normal business hours; and
(b) the minute books and corporate records of the Company made or to be made available to Fogler, Rxxxxxxx LLP or its local agent counsel in connection with the Underwriters' due diligence investigations of the Company for the period from its date of incorporation to the date of examination thereof, are the original minute books and records of the Company or true copies thereof and contain copies of all proceedings (or certified copies thereof) of the shareholders, the boards of directors and all committees of the boards of directors of such companies and there have been no other proceedings of the shareholders, boards of directors or any committee of the boards of directors of such companies to the date of review of such corporate records and minute books not reflected in such minute books and corporate and other records other than those which have been disclosed to the Underwriters in writing and those which are not material in the context of the Company, taken as a whole.
Due Diligence Matters. (a) Other than Burger King (Shanghai) Commercial Consulting Company Ltd., BKAP does not hold any shares, interests or equity in any other person in connection with the BK China Business that is not being contributed, directly or indirectly, to the JVC under the Agreement.
(b) HK Development has made all filings and reports with the Governmental Entities in the PRC which are required to be made by HK Development in connection with the sale and transfer of the Mainstreet Equity Interests to HK Development.
