Receipt of Disclosure Documents. Seller has received and carefully reviewed, and understands the information contained in, the documents identified below (including the risk factors contained therein) and all other documents Seller has requested from Purchaser (collectively, the "Disclosure Documents"). In evaluating the suitability of the Acquisition and the resulting acquisition of the Purchaser Shares and all other rights, whether contingent or fixed, to receive Purchaser Shares (collectively the "Securities") (the Acquisition and resulting acquisition of the Securities hereinafter referred to as the "investment in the Securities"), Seller has not relied upon any representations or other information (whether oral or written) from Purchaser, its officers, directors, or employees or from any other person other than as set forth herein and in the Disclosure Documents. The Disclosure Documents shall include, but not be limited to, the following: (i) Purchaser's Annual Report on Form 10-KSB for the year ended December 31, 1997, (ii) Purchaser's Proxy Statement for its annual meeting held on Xxxxx 00, 0000, (xxx) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998, and Amendment to the Quarterly Report on Form 10-QSB/A-1 for the quarter ended March 31, 1998, (iv) a prospectus dated November 19, 1998 with respect to the Purchaser Shares to be issued pursuant to the terms of this Agreement (the "Prospectus"), (v) Current Reports on Form 8-K, dated June 5, 1998 (disclosing the acquisition of Infohiway, Inc., and the signing of an agreement and plan of merger with Internet Communications Corporation ("ICC")) and dated June 30, 1998 (disclosing the acquisition of Application Methods, Inc.), and Amendments No. 1 and No. 2 to the Current Report on Form 8-K/A dated June 5, 1998; and (vi) the press releases issued by ICC and Purchaser on or about October 14, 1998 with respect to claims asserted by ICC.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rocky Mountain Internet Inc)
Receipt of Disclosure Documents. Seller has The Shareholders have received and carefully reviewed, and understands understand the information contained in, the documents identified below (including the risk factors contained therein) and all other documents Seller has requested from Purchaser filed by RMI (collectively, the "Disclosure Documents"). In evaluating the suitability of the Acquisition Merger and the resulting acquisition of the Purchaser Registrable Shares and all other RMI Shares and rights, whether contingent or fixed, to receive Purchaser RMI Shares (collectively the "SecuritiesSECURITIES") (the Acquisition Merger and resulting acquisition of the Securities hereinafter referred to as the "investment in the SecuritiesINVESTMENT IN THE SECURITIES"), Seller has the Shareholders have not relied upon any representations or other information (whether oral or written) from PurchaserRMI, its officers, directors, or employees or from any other person other than as set forth herein and in the Disclosure DocumentsDocuments and except in connection with such inquiries as are contemplated in subsection (h) below. The Disclosure Documents shall include, but not be limited to, the followingare: (i) PurchaserRMI's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 and the consolidated financial statements and schedules of RMI included therein, audited by Xxxxx, Xxxxx & Xxxxxx, Certified Public Accountants, and McGladrey & Xxxxxx, LLP, Certified Public Accountants, as set forth in their reports with respect thereto, as amended by Form 10-KSB/Amendment No. 1, filed April 18, 1997 and Form 10-KSB/A-2, filed April 30, 1997; (ii) RMI's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, ; (iiiii) PurchaserRMI's Proxy Statement for its annual meeting held on Xxxxx 00, 0000, (xxx) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998, and Amendment to the Quarterly Report on Form 10-QSB/A-1 QSB for the quarter ended March 31, 1997; (iv) RMI's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997; (v) RMI's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997; (vi) RMI's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1998, ; (ivvii) a prospectus dated November 19, 1998 with respect to the Purchaser Shares to be issued pursuant to the terms of this Agreement (the "Prospectus"), (v) Current Reports on Form 8-K, dated June 5, 1998 (disclosing the acquisition of Infohiway, Inc., and the signing of an agreement and plan of merger with Internet Communications Corporation ("ICC")) and dated June 30, 1998 (disclosing the acquisition of Application Methods, Inc.), and Amendments No. 1 and No. 2 to the RMI's Current Report on Form 8-K/A K filed January 28, 1997 (date of event reported: January 21, 1997); (viii) RMI's Current Report on Form 8-K filed March 24, 1997 (date of event reported: March 21, 1997); (ix) RMI's Current Report on Form 8-K filed August 21, 1997 (date of event reported: August 15, 1997); (x) RMI's Current Report on Form 8-K filed October 1, 1997 (date of event reported: September 17, 1997) (xi) RMI's Current Report on Form 8-K filed October 6, 1997 (date of event reported: October 1, 1997); (xii) definitive Proxy Statement dated February 13, 1998; (xiii) RMI's Form S-1 Registration Statement filed May 15, 1998; (xiv) RMI's Current Report on Form 8-K filed June 11, 1998 (date of event reported: June 5, 1998); and (vixv) such other documents filed by RMI prior to Closing. The Shareholders understand and acknowledge that the press releases issued by ICC Proxy Statement and Purchaser Form S-1 Registration Statement referred to above include financial statements as of, and for the periods ended, December 31, 1996, March 31, 1997, June 30, 1997, and September 30, 1997, which financial statements restated results of operations and balance sheets previously contained in RMI's Annual Report on or about October 14Form 10-KSB for the fiscal year ended December 31, 1998 with respect to claims asserted by ICC1996, Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997, Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997, and Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997.
Appears in 1 contract
Receipt of Disclosure Documents. Seller has The Shareholders have received and carefully reviewed, and understands understand the information contained in, the documents identified below (including the risk factors contained therein) bellow, filed by RMI, and all other documents Seller has the Shareholders have requested from Purchaser RMI (collectively, the "Disclosure Documents"). In evaluating the suitability of the Acquisition Merger and the resulting acquisition of the Purchaser Registrable Shares and all other RMI Shares and rights, whether contingent or fixed, to receive Purchaser RMI Shares (collectively the "Securities") (the Acquisition Merger and resulting acquisition of the Securities hereinafter referred to as the "investment in the Securities"), Seller has the Shareholders have not relied upon any representations or other information (whether oral or written) from PurchaserRMI, its officers, directors, or employees or from any other person other than as set forth herein and in the Disclosure DocumentsDocuments and except in connection with such inquiries as are contemplated in subsection (h). The Disclosure Documents shall include, but not be limited to, the following: (i) PurchaserRMI's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 and the consolidated financial statements and schedules of RMI included therein, audited by Xxxxx, Xxxxx & Xxxxxx, Certified Public Accountants, and McGladrey & Xxxxxx, LLP, Certified Public Accountants, as set forth in their reports with respect thereto, as amended by Form 10-KSB/Amendment No. 1, filed April 18, 1997 and Form 10-KSB/A-2, filed April 30, 1997; (ii) RMI's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, ; (iiiii) PurchaserRMI's Proxy Statement for its annual meeting held on Xxxxx 00, 0000, (xxx) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998, and Amendment to the Quarterly Report on Form 10-QSB/A-1 QSB for the quarter ended March 31, 1997; (iv) RMI's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997; (v) RMI's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997; (vi) RMI's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1998, ; (ivvii) a prospectus dated November 19, 1998 with respect to the Purchaser Shares to be issued pursuant to the terms of this Agreement (the "Prospectus"), (v) Current Reports on Form 8-K, dated June 5, 1998 (disclosing the acquisition of Infohiway, Inc., and the signing of an agreement and plan of merger with Internet Communications Corporation ("ICC")) and dated June 30, 1998 (disclosing the acquisition of Application Methods, Inc.), and Amendments No. 1 and No. 2 to the RMI's Current Report on Form 8-K/A K filed January 28, 1997 (date of event reported: January 21, 1997); (viii) RMI's Current Report on Form 8-K filed March 24, 1997 (date of event reported: March 21, 1997); (ix) RMI's Current Report on Form 8-K filed August 21, 1997 (date of event reported: August 15, 1997); (x) RMI's Current Report on Form 8-K filed October 1, 1997 (date of event reported: September 17, 1997) (xi) RMI's Current Report on Form 8-K filed October 6, 1997 (date of event reported: October 1, 1997); and (xii) definitive Proxy Statement dated June 5February 13, 1998; (xiii) RMI's Form S-1 Registration Statement filed May 15, 1998. The Shareholders understand and (vi) acknowledge that the press releases issued by ICC Proxy Statement referred to above includes financial statements as of, and Purchaser for the periods ended, December 31, 1996, March 31, 1997, June 30, 1997, and September 30, 1997, which financial statements restated results of operations and balance sheets previously contained in RMI's Annual Report on or about October 14Form 10-KSB for the fiscal year ended December 31, 1998 with respect to claims asserted by ICC1996, Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997, Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997, and Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997.
Appears in 1 contract
Receipt of Disclosure Documents. Seller Principal Shareholder has received and carefully reviewed, and understands the information contained in, the documents identified below (including the risk factors contained therein) and all other documents Seller has requested from Purchaser (collectively, the "Disclosure Documents")) including the risk factors contained therein. In evaluating the suitability of the Acquisition Reorganization and the resulting acquisition of the Purchaser Shares Reorganization Consideration and all other shares of RMI Common Stock and rights, whether contingent or fixed, to receive Purchaser Shares shares of RMI Common Stock (collectively the "Securities") (the Acquisition and resulting acquisition of the Securities hereinafter referred to as the "investment in the Securities"), Seller Principal Shareholder has not relied upon any representations or other information (whether oral or written) from PurchaserRMI, its officers, directors, or employees or from any other person affiliated with or acting on behalf of RMI other than as set forth herein and in the Disclosure Documents. The Disclosure Documents shall include, but are not be limited to, the following: (ifollowing:(i) PurchaserRMI's Annual Report on Form 10-KSB for the year ended December 31, 1997, (ii) PurchaserRMI's Proxy Statement for its annual meeting held on Xxxxx 00, 0000, (xxx) RMI's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and June September 30, 1998, and Amendment to the Quarterly Report on Form 10-QSB/A-1 for the quarter ended March 31, 1998, (iv) a prospectus RMI's Prospectus dated November 19, 1998 with respect to the Purchaser Shares to be issued pursuant to the terms of this Agreement (the "Prospectus"), (v) RMI's Current Reports on Form 8-K, dated June 5, 1998 (disclosing the acquisition of Infohiway, Inc., and the signing of an agreement and plan of merger with Internet Communications Corporation ("ICC")) and dated June 30, 1998 (disclosing the acquisition of Application Methods, Inc.), and Amendments No. 1 and No. 2 to the Current Report on Form 8-K/A dated June 5, 1998; and (vi) the press releases issued by ICC and Purchaser RMI on or about October 14, 1998 with respect to claims asserted by ICC.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Liquidation (Rocky Mountain Internet Inc)