Placement Memorandum. The information contained in the Placement Memorandum does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Placement Memorandum. The information contained or incorporated by reference in the Placement Memorandum is true and correct in all material respects as of the date thereof; and the Placement Memorandum does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Placement Memorandum. The Placement Agent has advised the Company that it has delivered to each prospective purchaser the Placement Memorandum, which describes the Company's business, financial and operating condition, the Offering and information regarding risks to be evaluated when contemplating an investment in the Company through the Offering.
(a) The Placement Memorandum does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(b) Except as disclosed in Section 3.4(a) hereof, the financial statements of the Company included in the Placement Memorandum fairly present in all material respects the financial position and results of operations of the Company at their respective dates and for the respective periods to which they apply. Such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as stated therein.
Placement Memorandum. Original Debentureholder has received a copy of the Placement Memorandum in relation to Series A Debentures executed and issued by the Issuer in accordance with, and in such form and manner as prescribed under the Act and the SEBI Regulations and acceptable to the Original Debentureholder.
Placement Memorandum. The Company will furnish Sunrise, without charge, with as many copies of the Memorandum as Sunrise may reasonably request. If, prior to the Final Closing Date, any event occurs as the result of which the Memorandum, as then amended or supplemented, would include an untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading, or if it shall be necessary to amend or supplement the Memorandum to comply with applicable law, the Company will forthwith notify Sunrise thereof and furnish to Sunrise, in such quantities as Sunrise may reasonably request, an amended or supplemental Memorandum which corrects such statements or omissions or causes the Memorandum to comply with applicable law. Without the prior written consent of Sunrise, no copies of the Memorandum or any other material prepared by the Company in connection with the Offering will be given by the Company or its counsel, or by any employee, director or agent of the Company, to any person in the United States except as contemplated by the Dallas Research Agreement.
Placement Memorandum. As of the date of this Agreement, the -------------------- Memorandum, including all supplements and appendices thereto, does not, and at all times subsequent to such date up to and including the Final Closing Date will not, 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, in light of the circumstances in which they were made, not misleading.
Placement Memorandum. The Company will furnish the Placement -------------------- Manager, without charge, during the Offering with as many copies of the Memorandum as the Placement Manager may reasonably request. If during the Offering period any event occurs as the result of which the Memorandum, as then amended or supplemented, would include an untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading, or if it shall be necessary to amend or supplement the Memorandum to comply with applicable law, the Company will forthwith notify the Placement Manager thereof and furnish to the Placement Manager, in such quantities as the Placement Manager may reasonably request, an amended or supplemental Memorandum which corrects such statements or omissions or causes the Memorandum to comply with applicable law. Without the prior written consent of the Placement Manager, no copies of the Memorandum or any other material prepared by the Company in connection with the Offering will be given by the Company or its counsel, or by any employee, director or agent of the Company, to any person not a party to this Agreement, unless such person is a director, employee or principal shareholder of the Company.
Placement Memorandum. Prior to the Closing, the Borrower and the Authority each approved and authorized the distribution of the Placement Memorandum (including all exhibits and appendices thereto, the "Placement Memorandum"), and each authorized the use of the Placement Memorandum in connection with the private placement of the Bonds.
Placement Memorandum. The Placement Memorandum shall have been delivered to the FNBGC and GHC shareholders, and all necessary approvals under state securities Laws or the 1933 Act or 1934 Act relating to the issuance or trading of the shares of CCBG Common Stock issuable pursuant to the Mergers shall have been received.
Placement Memorandum. The Company will furnish Dallas Research, without charge, with as many copies of the Memorandum as Dallas Research may reasonably request. If, prior to the Final Closing Date, any event occurs as the result of which the Memorandum, as then amended or supplemented, would include an untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading, or if it shall be necessary to amend or supplement the Memorandum to comply with applicable law, the Company will forthwith notify Dallas Research thereof and furnish to Dallas Research, in such quantities as Dallas Research may reasonably request, an amended or supplemental Memorandum which corrects such statements or omissions or causes the Memorandum to comply with applicable law. Without the prior written consent of Dallas Research, no copies of the Memorandum or any other material prepared by the Company in connection with the Offering will be given by the Company or its counsel, or by any employee, director or agent of the Company, to any person in the United States except as contemplated by the Dallas Research Agreement.
