Information Supplied to Investors. 14 2.18 Investment Banking; Brokerage..................................14 2.19 Solvency.......................................................14 2.20
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.
Information Supplied to Investors. 9 2.18 Brokerage.................................................. 10 2.19
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.
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.
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.
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.
Information Supplied to Investors. 9 2.17 Investment Banking; Brokerage................. 9 2.18
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.
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.
