Questionnaires. All information contained in the questionnaires (the “Questionnaires”) completed by the Company and the Sponsor and, to the knowledge of the Company, the Company’s officers, directors and director nominees and provided to the Underwriters, is true and correct and the Company has not become aware of any information that would cause the information disclosed in the Questionnaires completed by the Company, the Sponsor or the Company’s officers, directors and director nominees to become inaccurate and incorrect.
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed by each of the Company’s shareholders immediately prior to the Offering (the “Initial Shareholders”) and each of the Company’s officers and directors and provided to the Underwriters is true and correct and the Company has not become aware of any information which would cause the information disclosed in the questionnaires completed by each Initial Shareholder, officer or director to become inaccurate and incorrect.
Questionnaires. The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire, and the answers to such questionnaires are true and correct as of the date of this Agreement; provided, that the Purchasers shall be entitled to update such information by providing written notice thereof to the Company before the effective date of the Registration Statement.
Questionnaires. The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 5(a)(ii) below), and the answers to such Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing written notice thereof to the Company before the effective date of such Registration Statement.
Questionnaires. The Subscriber shall have completed, executed and delivered to the Company the Confidential Investor Questionnaire and the Registration Questionnaire, which questionnaires shall be true and correct as of the Closing and shall be satisfactory to the Placement Agent and the Company, each in their sole discretion.
Questionnaires. By the Appointment Date, each of Xxxxxx and Xxxxxxx will have accurately completed the form of questionnaire provided by the Company for its use in connection with their appointment to the Board and preparation of the Company’s proxy statement and other reports filed with the SEC.
Questionnaires. The Purchaser agrees to furnish to the Company completed questionnaires in the form attached hereto as Appendix I at the Closing for use in preparation of the Registration Statement contemplated in Section 7.1. The Company shall not be required to include the Shares of the Purchaser in the Registration Statement and shall not be required to pay a cash payment to such Purchaser pursuant to Section 7.6 so long as the Purchaser fails to furnish fully completed questionnaires at the Closing or does not respond to subsequent written requests for information by the Company within two business days of such requests; provided that the Company shall be required to provide only two (2) such subsequent written request for information.
Questionnaires. All information contained in the questionnaires (the “Questionnaires”) completed by the Company and the Sponsor and provided to the Underwriters is true and correct; all information contained in the Questionnaires completed by the Company’s officers, directors and director nominees and provided to the Underwriters is, to the knowledge of the Company, true and correct; and the Company has not become aware of any information that would cause the information disclosed in the Questionnaires completed by the Company, the Sponsor or the Company’s officers, directors and director nominees to become inaccurate and incorrect. (uu) Acquisition Target Not Selected. Prior to the date hereof, the Company has not selected any Business Combination target and has not, nor, to its knowledge, has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with respect to a possible initial Business Combination, or engaged or retained any agent or other representative to identify or locate any such Business Combination candidate.
Questionnaires. The Completed Directors and Officers Questionnaires and Registration Statement Questionnaires attached hereto as schedule 5.36, present fairly the business and operations of the COMPANY for the time periods with respect to which such information was requested. If, prior to the 25th day after the date of the final prospectus of CTS utilized in connection with the IPO, the STOCKHOLDERS become aware of any fact or circumstance which would affect the information disclosed in their Directors and Officers Questionnaires or their Registration Statement Questionnaires in any material respect, then the relevant STOCKHOLDER shall immediately give notice of such fact or circumstance to CTS. However, subject to the provisions of Section 7.8, such notification shall not relieve the relevant STOCKHOLDER of his or its obligations under this Agreement.
6. REPRESENTATIONS OF CTS AND NEWCO CTS and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section 6 are true and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true and correct at the time of the Pre-Closing and on the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of eighteen months.
6.1 Due Organization. CTS and NEWCO are each corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, and are duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on their businesses in the places and in the manner as now conducted, to own or hold under lease the properties and assets they now own or hold under lease, and to perform all of their obligations under any material agreement to which they are a party or by which their properties are bound. CTS and NEWCO are not qualified to do business as foreign corporations in any jurisdiction, and there is no jurisdiction in which the conduct of CTS's and NEWCO's business or activities or their ownership of assets requires qualification under applicable law, the absence of which would have a Material Adverse Effect on either CTS or NEWCO. True, complete and correct copies of the Certificate or Articles of Incorporation and By-laws, each as amended, of CTS and NEWCO (the "CTS Charter Documents") are all attached hereto as Annex II. The minute books and stoc...
Questionnaires. The Stock Certificate and Warrant Questionnaire and the Registration Statement Questionnaire submitted by Purchaser to the Company in connection with its purchase of the Securities was accurate and correct when delivered and is accurate and correct as of the date hereof.
