Information Supplied to Investors Sample Clauses

Information Supplied to Investors. 9 2.17 Investment Banking; Brokerage................. 9 2.18
Sample 1See All (4)
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Information Supplied to Investors. This Agreement and the Schedules (including the long-term business plan included herein as Schedule 2.16), taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading. Such business plan was prepared by the Company in good faith and fairly presents the business and prospects of the Company in all material respects as of its date. The forecasts and projections of future financial results contained in such business plan were prepared by the Company in good faith and are based upon information available to the Company as of the date thereof and upon assumptions believed by the Company to be reasonable. There is no material fact directly relating to the assets, liabilities, business or condition (financial or otherwise) of the Company (other than facts which relate to general economic or industry trends or conditions) presently known to the Company which has not been disclosed to the Investors that materially adversely affects or in the future may reasonably be expected to materially adversely affect the same.
Sample 1
Information Supplied to Investors. No document furnished to the Investors by the Company intentionally contains any untrue statement of a material fact or intentionally omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.
Sample 1
Information Supplied to Investors. Neither the Transaction Documents, nor the Schedules and Exhibits attached thereto or any document referenced therein, nor any certificate, projection or statement (whether oral or written) furnished to the Investors by or on behalf of the Company (including, without limitation, (i) the undated memorandum entitled "Restructuring", (ii) the Information Statement dated April 11, 1996, and (iii) the Results of Annual Meeting of Shareholders dated May 17, 1996), contains any untrue statement of a material fact, and none of the Transaction Documents, the Schedules and Exhibits attached thereto or such other documents, certificates, projections or statements referenced therein omits to state a material fact necessary in order to make the statements contained therein not misleading. There is no material fact directly relating to the assets, liabilities, business, condition (financial or otherwise) or prospects of the Company (other than facts which relate to general economic trends or conditions) known to the Company that materially adversely affects or in the future may reasonably be expected to be materially adversely affect the same that has not been set forth in this Agreement or in the Schedules and Exhibits attached hereto.
Sample 1
Information Supplied to Investors. Except as set forth in SCHEDULE 2.17, this Agreement, the Schedules attached hereto, the documents referenced herein and the certificates, projections and written statements furnished to the Investors by or on behalf of the Company (including the June 1996 Private Placement Memorandum (the "PPM")) taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no material fact directly relating to the assets, liabilities, business or condition (financial or otherwise) of the Company (other than facts which relate to general economic or industry trends or conditions) presently known to the Company which has not been disclosed to the Investors and which has a Material Adverse Effect, or should reasonably be anticipated to have a Material Adverse Effect in the future.
Sample 1
Information Supplied to Investors. 9 2.18 Brokerage.................................................. 10 2.19
Sample 1
Information Supplied to Investors. This Agreement and the --------------------------------- Business Plan provided to Investors attached hereto as Exhibit C, and the --------- Exhibits and Schedules hereto taken as a whole, do not contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading. Such Business Plan was prepared by the Company in good faith and fairly presents the business and prospects of the Company in all material respects as of its date. The forecasts and projections of future financial results contained in such Business Plan were prepared by the Company in good faith and are based upon information available to the Company as of the date thereof and upon assumptions believed by the Company to be reasonable, but such forecasts and projections may not be achieved in the event of changes in the facts and circumstances upon which such forecasts, projections and assumptions are based which could not reasonably have been foreseen at the date on which such forecasts, projections and assumptions were made.
Sample 1
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Information Supplied to Investors. Neither this Agreement, nor the Schedules attached hereto or any document referenced therein, nor any certificate, projection or statement prepared by the Company and furnished in writing to the Investors by or on behalf of the Company, contains any untrue statement of a material fact, and none of this Agreement, the Schedules attached hereto or such other documents, certificates, projections or statements referenced therein omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no material fact directly relating to the business, operations or condition of the Company (other than facts which relate to general economic trends or conditions) that materially adversely affects or in the future may in the reasonable business judgment of the Company (so far as the officers of the Company may now foresee based upon material facts of which they are now aware) materially adversely affect the same that has not been set forth in this Agreement or in the Schedules attached hereto. Notwithstanding the foregoing, no representation or warranty is made that the Company can achieve any of the projections or goals described in the information furnished to the Investors.
Sample 1
Information Supplied to Investors. Except as set forth in Schedule 2.17, this Agreement, the Schedules attached hereto, the documents referenced herein and the certificates, projections and written statements furnished to the Investors by or on behalf of the Company taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no material fact directly relating to the assets, liabilities, business or condition (financial or otherwise) of the Company (other than facts which relate to general economic or industry trends or conditions) presently known to the Company which has not been disclosed to the Investors and which has a Material Adverse Effect, or should reasonably be anticipated to have a Material Adverse Effect in the future.
Sample 1

Related to Information Supplied to Investors

  • Information Supplied Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.7, none of the information supplied (or to be supplied) in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Company Proxy Statement will, on the date it is first mailed to holders of Listed Shares, and at the time of the Company Shareholder Meeting, 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 are made, not misleading and (c) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, 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 are made, not misleading. The Registration Statement and the Parent Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in any of the foregoing documents.

  • Information Supplied by Underwriters The statements set forth in the last paragraph on the front cover page and under the heading "Underwriting" in any Preliminary Prospectus or the Prospectus (to the extent such statements relate to the Underwriters) constitute the only information furnished by any Underwriter through the Representatives to the Company for the purposes of Sections 2(b) and 8 hereof. The Underwriters confirm that such statements (to such extent) are correct.

  • Information Supplied by the Initial Purchasers The statements set forth in the last paragraph under the head- ing "Private Placement" in the Final Memorandum (to the extent such statements relate to the Initial Purchasers) constitute the only information furnished by the Initial Purchasers to the Company for the purposes of Sections 2(a) and 9 hereof.

  • Information Provided You have not provided and will not provide to the purchasers of Shares any written or oral information regarding the business of the Company, including any representations regarding the Company’s financial condition or financial prospects, other than such information as is contained in the Prospectus. You further covenant that, in connection with the Offering you will use your best efforts to comply with such purchaser suitability requirements

  • Information provided to be accurate All financial and other information which is provided in writing by or on behalf of the Borrower under or in connection with any Finance Document will be true and not misleading and will not omit any material fact or consideration.

  • INFORMATION PROVIDED BY UNDERWRITERS The Company and the Underwriters acknowledge and agree that the only information furnished or to be furnished by the Underwriters to the Company for inclusion in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus consists of the information set forth in the third and eighth through tenth paragraphs under the caption “Underwriting” in the Prospectus.

  • Promotion Support Each Fund shall furnish to Distributor for use in connection with the sale of its shares such written information with respect to said Fund as Distributor may reasonably request. Each Fund represents and warrants that such information, when authenticated by the signature of one of its officers, shall be true and correct. Each Fund shall also furnish to Distributor copies of its reports to its shareholders and such additional information regarding said Fund’s financial condition as Distributor may reasonably request. Any and all representations, statements and solicitations respecting a Fund’s shares made in advertisements, sales literature, and in any other manner whatsoever shall be limited to and conform in all respects to the information provided hereunder.

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • Offering Materials Furnished to Underwriters The Company has delivered to the Representatives three complete conformed copies of the Registration Statement and of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and preliminary prospectuses and the Prospectus, as amended or supplemented, in such quantities and at such places as the Representatives have reasonably requested for each of the Underwriters.

  • Pricing Information Provided Orally by Underwriters The public offering price is, as to each investor, the price paid by such investor. Number of shares: 1,449,303 Shares Annex A-1 Annex B Written Testing-the-Waters Communications None Annex B-1 Annex C-1 Form of Opinion of Counsel for the Company and Hxxxxxxx Xxxx Annex C-2 Form of Opinion of Counsel For The Selling Stockholder Annex C-2-1 Exhibit A Form of Lock-Up Agreement March 11, 2019 J.X. Xxxxxx Securities LLC Gxxxxxx Sxxxx & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Hxxxxxxx Xxxx Incorporated --- Public Offering Ladies and Gentlemen: The undersigned understands that J.X. Xxxxxx Securities LLC and Gxxxxxx Sachs & Co. LLC, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Hxxxxxxx Xxxx Incorporated, a Delaware corporation (the “Company”), Hxxxxxxx Xxxx Advisors, L.L.C., a Pennsylvania limited liability company, and the selling stockholder named in the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

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