No Offering Materials Clause Samples

No Offering Materials. Although Company has provided substantial amounts of written and unwritten information to Purchaser, Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares.
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No Offering Materials. In reaching its decision to purchase the Subscribed Units, the Subscriber has relied solely upon the information and representations provided by the Company herein. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement, the other Transaction Documents and the purchase of the Subscribed Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any Person or entity in the course of the Subscriber’s consideration of an investment in the Units other than those set forth herein. The Subscriber acknowledges and agrees that the Subscriber has not relied upon the independent investigation or verification, if any, which may have been undertaken by the Placement Agent.
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No Offering Materials. Other than the Newtel Systems, Inc. --------------------- Confidential Memorandum dated November 1993 (the "Memorandum"), no offering statement, prospectus or offering circular containing information with respect to Borrower or the Term Loan Note has been or is to be prepared, and Lender has made its own inquiry and analysis with respect to Borrower and the Term Loan Note. Lender understands that the information contained in the Memorandum, including the Projected Financial Statements of Newtel Systems, Inc. for the three years ended January 31, 1997 contained therein (the "Projections"), were prepared as of November 1993 and that they have not been updated since that time. Various of the statements contained in the Memorandum and various estimates and assumptions underlying the Projections have changed as a result of the passage of time and the restructuring of the business transaction contemplated by the Memorandum. Some of such changes are material and would result in materially different disclosures if the Memorandum and the Projections were to be updated through the date of this Agreement.
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Related to No Offering Materials

  • Offering Materials Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure Package.

  • No Other Offering Materials The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company; provided, however, that, except as set forth on Schedule II, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(a)(xv) of this Agreement.

  • Distribution of Offering Materials The Fund has not distributed and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, each preliminary prospectus, the Prospectus, the Statutory Prospectus, the General Disclosure Package, the Rule 482 Statement, if any, or the sales materials.

  • No Other Distribution of Offering Materials The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the Offering other than any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.

  • Offering Materials Furnished to Underwriters The Company has delivered to the Representatives three complete manually signed 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.