No Offers. Statements made on these pages concerning Our products or services do not constitute an offer, but are merely solicitations of an offer, where appropriate. References to and information concerning products and services on this Website are not complete and must be read in conjunction with the specific information accompanying such products, as the same may change from time to time.
No Offers. Seller (and its directors, officers, employees, representatives and agents) will not directly or indirectly, (i) offer the Assets, the Systems or the Business for sale, (ii) solicit, encourage or entertain offers for such Assets, Systems or Business, (iii) initiate negotiations or discussions for the sale of such Assets, Systems or Business or (iv) make information about such Assets, Systems or Business available to any Third Party in connection with the possible sale of such Assets, Systems or Business prior to the Closing Date or the date this Agreement is terminated in accordance with its terms.
No Offers. The Company has not offered, or caused the Underwriters to offer, Reserved Shares to any person with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer's or supplier's level or type of business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.
No Offers. No offer, offer to sell, offer for sale, sale or attempt to dispose of any Shares to any person has been made prior to the Offering Period upon the authority of each Company.
No Offers. Seller has not granted any right to purchase, option or other right with respect to any Property. Wherever the phrase “to Seller’s knowledge” or any similar phrase stating or implying a limitation on the basis of knowledge appears in this Agreement, unless specifically otherwise qualified, such phrase shall mean only the present actual knowledge of Xxxxxx X. Baltimore, Jr. and of Xxxxxx Xxxxxxxx, Senior Vice President, Asset Management, without any duty of inquiry, any imputation of the knowledge of another to him, or independent investigation of the relevant matter by any of such individual(s), and without any personal liability. Wherever the phrase “in Seller’s possession”, “in the possession of Seller” or similar phrase appears in this Agreement, such phrase shall be deemed to mean only to the extent the material or other item referred to by such phrase is located at the Hotel or in Seller’s offices in Bethesda, Maryland. Notwithstanding any provision of this Agreement to the contrary, should any of the foregoing representations and warranties of Seller become false or inaccurate prior to the Close of Escrow (provided, however, that Seller shall have the right to update such representations and warranties as a consequence of operating the Properties in accordance with the provisions of this Agreement) and provided Seller discloses the same to Purchaser, in writing, prior to the Close of Escrow, and provided any such representation or warranty was not knowingly false when made or made to be false or inaccurate through acts or omissions of Seller prior to Closing, then Purchaser’s sole recourse shall be to either (i) terminate this Agreement and cancel the Escrow, in which case the Xxxxxxx Money Deposit shall be returned to Purchaser and neither Seller nor Purchaser will have any further liability or obligation under this Agreement (except for those obligations which survive in accordance with their terms), or (ii) proceed with the closing, without reservation, in which case Purchaser shall be deemed to have waived all claims against Sellers with respect to such false or inaccurate representation and warranty. If any such representation or warranty was knowingly false when made or made to be false or inaccurate through intentional acts or omissions of Seller prior to Closing, then Purchaser shall be entitled to all damages (and subject to all limitations) available to Purchaser as provided in this Agreement for a default of Seller hereunder.
No Offers. Neither the Optionor, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Call Option Shares to the Option Holder. The issuance of the Call Option Shares to the Option Holder will not be integrated with any other issuance of the Optionor's securities (past, current or future) for purposes of the Securities Act or any applicable rules of the American Stock Exchange. The Optionor will not make any offers or sales of any security (other than the Call Option Shares) that would cause the offering of the Call Option Shares to be integrated with any other offering of securities by the Optionor for purposes of any registration requirement under the Securities Act or any applicable rules of the American Stock Exchange.
No Offers. Such Selling Shareholder has not made, used, prepared, authorized, approved or referred to, and will not make, use, prepare, authorize, approve or refer to, any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Secondary Securities without the prior written consent of the Representatives.
No Offers. No Target Entity has made any offer of work or any appointment of an individual (or any company controlled by an individual as a senior executive, or as an independent contractor) for a term of 12 months or more or for payment of $50,000 or more per annum, that remains capable of acceptance and that cannot be terminated without penalty on less than 3 months’ notice.
No Offers. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus and the Prospectus Supplement (if the parties utilize the Base Prospectus and the Prospectus Supplement at or prior to the time of receipt and acceptance by the Company of an executed Subscription Agreement); the Company has not, directly or indirectly, prepared, used or referred to any free writing prospectus (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act; assuming that such free writing prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such free writing prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), and the Registration Statement includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Act, satisfies the requirements of Section 10 of the Act; the parties hereto agree and understand that the content of any and all “road shows” (as defined in Rule 433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company.
No Offers. For a period of 180 days from the date of the Closing, --------- the Company shall not offer for sale, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its subsidiaries (other than (i) the Notes or the Exchange Securities, (ii) notes issued by the Company pursuant to the Note Purchase Agreement dated as of May 11, 1998, as amended in October 1999, between TeleCorp Wireless and Lucent Technologies Inc., (iii) debt securities issued or guaranteed by the Company or any of its subsidiaries pursuant to credit arrangements with a vendor or supplier or any financial institution acting on behalf of such vendor or supplier; provided that any such vendor credit arrangement contains terms prohibiting the remarketing of all debt securities issued or guaranteed thereunder for a period of not less than 180 days from the Closing Date and (iv) the 11 5/8% Senior Subordinated Discount Notes issued by TeleCorp Wireless pursuant to an Indenture dated April 23, 1999 and the 10 5/8% Senior Subordinated Notes issued by TeleCorp Wireless pursuant to an Indenture dated July 14, 2000 and (v) any debt securities issued by the Company or any of its subsidiaries to the U.S. Government in connection with the acquisition of any License from the FCC or any debt securities assumed by the Company or any of its subsidiaries in connection with the acquisition of any License or any entity engaged in a Permitted Business (as defined in the Indenture).
