Offering Material. The Company has not distributed and prior to any Settlement Date, will not distribute any offering material in connection with any Placement (as defined in Section 2(a)(i) below), other than any Preliminary Prospectus, the Prospectus, and any Permitted Free Writing Prospectus to which the Agent has consented.
Offering Material. The Company has not distributed and, prior to the later to occur of (i) the Closing Time and (ii) 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, any preliminary prospectuses, the Prospectuses or other materials, if any, permitted by the 1933 Act and approved by the Global Coordinator.
Offering Material. The Company has not distributed, and will not distribute prior to the Closing Date and the Option Closing Date, as the case may be, any offering material in connection with the Offering other than any preliminary prospectuses, any Issuer Free Writing Prospectus, the Final Prospectus and the Registration Statement.
Offering Material. 2.1 Subscriber represents and warrants that it is in receipt of and that it has carefully read all documents filed by the Company with the Commission prior to the date of this Agreement. Said documents shall be referred to herein as the "Disclosure Documents."
Offering Material. Subscriber represents and warrants that it is in receipt of and that it has carefully read the following items:
(a) The Company's business plan , the form of which is attached hereto (the "Business Plan");
(b) The audited financial statement of Shenzhen BAK Battery Co., Ltd., the Company's wholly-owned subsidiary ("BAK") for the fiscal years ended September 30, 2003 and 2004.
(c) The Exchange Agreement;
(d) The Escrow Agreement; and
(e) A draft of the Registration Statement. The documents listed in this Section 2 shall be referred to herein as the "Disclosure Documents."
Offering Material. 2.1 Subscriber represents and warrants that it is in receipt of and that it has carefully read the following items:
(a) The Company’s Form 10-K for the period ended December 31, 2008 (the “Form 10-K”); and
(b) All other documents filed by the Company with the Securities and Exchange Commission (the “Commission”) subsequent to the Company’s Form 10-K and prior to the date of this Agreement. The documents listed in this Section 2.1 shall be referred to herein as the “Disclosure Documents.”
Offering Material. 10 (xxvi) Suppliers............................................................................10 (xxvii) Related Party Transactions..........................................................10 (xxviii) Pending Acquisitions...............................................................10 (xxix)
Offering Material. The Advisor may, upon review and approval of MYM, prepare a term sheet, research report, private placement memorandum, official statement and/or remarketing memorandum, with respect to the Company and the placement of the Equity Securities and/or execution of a Business Combination (all such documents, in the form finally approved by the Company, taken individually and collectively shall be hereafter referred to as the "Offering Material"). MYM represents and warrants that the information contained in its Offering Material will not include any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make statements contained therein, in light of the circumstances under which they are being made, not misleading. MYM agrees to advise the Advisor immediately in writing of the occurrence of any event or any other change known to the Company which results in the Offering Material containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make statements therein, in light of the circumstances under which they were made, not misleading. MYM agrees to execute certificates evidencing representations and warranties of the Company respecting material provisions of the Offering Material. MYM authorizes the Advisor, as its agent; to furnish any Investors and parties of interest in a Business Combination copies of the Offering Material and, with the written approval of the Company, any other document or relevant information supplied to the Advisor.
Offering Material. The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the offering and sale of the Shares other than the Preliminary Prospectus(es), the Final Prospectus, the General Use Free Writing Prospectus(es) and each Limited Use Free Writing Prospectus approved in writing in advance by the Representatives and other materials, if any, permitted under the Act and consistent with Section 5(c) below. To the extent it is required to do so, the Company will file with the Commission all Issuer Free Writing Prospectuses in the time and manner required under Rules 163(b)(2) and 433(d) under the Act.
Offering Material. The Advisor may, upon review and approval of MYM, prepare a term sheet, research report, private placement memorandum, official statement and/or remarketing memorandum, with respect to the Company and the placement of the Equity Securities and/or execution of a Business Combination (all such documents, in the form finally approved by the Company, taken individually and collectively shall be hereafter referred to as the "Offering Material"). MYM represents and warrants that the information contained in its Offering Material will not include any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make statements contained therein, in light of the circumstances under which they are being made, not misleading. MYM agrees to advise the Advisor immediately in writing of the occurrence of any event or any other change known to the Company which results in the Offering Material containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make statements therein, in light of the circumstances under which they were made, not misleading. MYM agrees to execute certificates evidencing representations and warranties of the Company respecting material provisions of the Offering Material. MYM authorizes the Advisor, as its agent; to furnish any Investors and parties of interest in a Business Combination copies of the Offering Material and, with the written approval of the Company, any other document or relevant information supplied to the Advisor. Conditions of Placement The Advisor agrees to use his best efforts, consistent with his business judgment, to affect the Closings as soon as practicable. The Closings are conditioned upon and subject to, among other things, documentation reasonably acceptable to MYM and the Advisor, market conditions applicable to the private equity markets and satisfaction of the conditions set forth in each equity purchase agreement and/or business combination agreement (individually and collectively, the "Financing Agreements") to be entered into by and between the Company and the respective Investors and/or business combination parties named therein, and in the Offering Material, including any supplements and amendments thereto. No Unauthorized Use of Advice Any summary of, or reference to, any communication, whether written or oral with respect thereto, in whole or in part, to third party advisors will ...
