Additional Disclosure Materials definition

Additional Disclosure Materials means any “flip” book or similar marketing materials or any term sheet or similar marketing materials and any and all other summaries, reports, documents, in written or electronic form, (i) provided to the Placement Agent by or on behalf of the Issuer or any of its affiliates or (ii) prepared by the Placement Agent and provided to the Issuer prior to distribution to prospective investors in accordance with the preceding sentence.
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Additional Disclosure Materials has the meaning set out in Section 4.1(b);
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Additional Disclosure Materials means any materials similar to “ABS Informational and “Computational Materials” (as such term is defined in Item 1101(a) of Regulation AB under the Securities Act) or “Free Writing Prospectuses” (as such term is defined in Rule 405 of the Securities Act), or any “flip” book, term sheet or similar marketing materials and any and all other summaries, reports, documents, in written or electronic form, including but not limited to summaries or other reports regarding the Closing Date Mortgage Assets, that is (i) provided to the Placement Agent by or on behalf of the Issuer or any of its affiliates or (ii) prepared by the Placement Agent and provided to the Issuer prior to distribution to prospective investors in accordance with the preceding sentence.
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Examples of Additional Disclosure Materials in a sentence

  • The disclosure of any information or document or matter in the Additional Disclosure Materials does not constitute or imply any representation, warranty, undertaking, indemnity, covenant or other obligation of the Company not expressly set out in this Agreement nor shall such disclosure of itself be construed or taken as extending the scope of any representation or warranty, undertaking, indemnity, covenant or obligation set out in this Agreement.

  • Each Material Contract with a change of control provision is disclosed in the Additional Disclosure Materials.

  • No characterization of the status of any compliance with any Material Contract or Laws stated, described or specified in the Additional Disclosure Materials should be construed or deemed to be acceptance of the Company as evidence of such status and no disclosure in the Additional Disclosure Materials relating to any possible breach or violation of any Material Contract or Laws should be construed as an indication that any such breach or violation exists or has actually occurred.

  • No implication should be drawn that any information provided or disclosed in the Additional Disclosure Materials is necessarily material or otherwise required to be disclosed, or that the inclusion of such information establishes or implies a standard of materiality, a standard for what is or is not in the ordinary course of business, or any other standard contrary to that expressly set forth in this Agreement.

  • All of the Company Subsidiaries and the Company’s percentage of ownership of such Company Subsidiaries are as disclosed in the Additional Disclosure Materials.

  • The Additional Disclosure Materials contain a complete and accurate list of all insurance policies, including directors' and officers' insurance, maintained by the Company and each of the Company Subsidiaries and the premiums payable for such policies.

  • The Additional Disclosure Materials contain a complete and accurate list of all insurance policies, including directors’ and officers’ insurance, maintained by the Company and each of the Company Subsidiaries and the premiums payable for such policies.

  • All of the Company Subsidiaries and the Company's percentage of ownership of such Company Subsidiaries are as disclosed in the Additional Disclosure Materials.

Related to Additional Disclosure Materials

  • Disclosure Materials has the meaning set forth in Section 3.1(h).

  • Additional Disclosure As defined in Section 3.18(a)(v).

  • Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.

  • Additional Designated Information As defined in Section 11.02.

  • Statement of Additional Information means, respectively, the form of prospectus and statement of additional information with respect to the Fund filed by the Investment Company as part of the Registration Statement, or as they may be amended or supplemented from time to time.

  • Seller Information As defined in Subsection 34.04(a).

  • Parent Reports has the meaning set forth in Section 4.5(a).

  • Disclosure Notice means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 212 of the Act;

  • Confidential commercial or financial information means any business information (other than trade secrets) which is exempt from the mandatory disclosure requirement of the Freedom of Information Act, 5 U.S.C. 552. Exemptions from mandatory disclosure which may be applicable to business information contained in proposals include exemption (4), which covers “commercial and financial information obtained from a person and privileged or confidential,” and exemption (9), which covers “geological and geophysical information, including maps, concerning wells.”

  • Original Information means information that—

  • SEC Filings has the meaning set forth in Section 4.6.

  • Buyer Confidential Information has the meaning set forth in Section 6.8(a).

  • Disclosed Information means the information disclosed by a Party for the purpose of settlement, negotiation, Mediation or Arbitration;

  • disclosure period means the period commencing on 16 July 2012 (being the date 12 months prior to the commencement of the Offer Period) and ending on the disclosure date;

  • Information Disclosure Requirements means the requirements to disclose information under:

  • Company Financial Information As defined in Section 2(a)(ii).

  • Due Diligence Information means any information supplied to the Supplier by or on behalf of the Customer prior to the Call Off Commencement Date;

  • ABS Informational and Computational Material means any written communication as defined in Item 1101(a) of Regulation AB under the 1933 Act and the 1934 Act, as may be amended from time to time.

  • Required Financial Information means, with respect to each fiscal period or quarter of the Borrower, (a) the financial statements required to be delivered pursuant to Section 6.01(a) or (b) for such fiscal period or quarter of the Parent REIT, and (b) the Compliance Certificate required by Section 6.02

  • Confidential Information Memorandum means the Confidential Information Memorandum of the Borrower dated December 2010 delivered to the Lenders in connection with this Agreement.

  • Form 8-K Disclosure Information As defined in Section 11.07.

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • Required Information means (i) audited combined balance sheets for the Business and the related combined statements of income, changes in shareholders’ equity and cash flows, setting forth in comparative form combined figures for the preceding fiscal year, for the two most recently completed fiscal years ended at least 90 days before the Closing Date, (ii) unaudited combined balance sheets for the Business and the related year-to-date combined statements of income and cash flows, in each case setting forth in comparative form combined figures for the corresponding period of the preceding fiscal year, for each fiscal quarter ended after the close of the most recently ended fiscal year (other than the fourth fiscal quarter) and at least 45 days before the Closing Date (it being understood that unaudited combined balance sheets for the Business and the related combined statements of income and cash flows for the fiscal quarters ended March 31, 2017 and June 30, 2017 shall not be required); (iii) information with respect to the Business reasonably necessary to prepare a pro forma consolidated balance sheet of the Buyer and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days prior to the Closing Date if such four-fiscal quarter period is the end of the Buyer’s fiscal year), prepared after giving effect to the transactions contemplated by this Agreement as if the transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of other financial statements) (it being understand that Buyer shall be responsible for any post-Closing pro forma adjustments necessary or desired to be incorporated into any information used in connection with the Debt Financing) and (iv) all financial statements and other information with respect to the Business of the type required by Regulation S-X and Regulation S-K under the Securities Act for a registered offering of debt securities on Form S-1 or Form S-3 (or any successor forms thereto) under the Securities Act or customarily included in offering documents used in private placements under Rule 144A of the Securities Act, including such information as may be necessary so that the Required Information does not contain any untrue statement of a material fact with respect to the Business or omit to state any material fact with respect to the Business necessary in order to make the statements contained in such Required Information not misleading in any material respect in light of the circumstances in which they were made; provided that the Required Information shall exclude (a) any financial information (other than the financial statements described above) concerning the Business that Parent does not maintain in the ordinary course of business, (b) any other information not reasonably available to Parent under its current reporting systems or (c) information to the extent that the provision thereof would violate any Law, or any obligation of confidentiality binding upon, or waive any privilege that may be asserted by Parent, Buyer or any of their respective Affiliates.

  • Purchaser Confidential Information means all confidential or proprietary documents and information concerning the Purchaser or any of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, (i) at the time of disclosure by the Company, the Seller Representative or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company, the Seller Representative or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or proprietary information of the Target Companies.

  • Risk Disclosure Statement means the document setting out general information in respect of the risks associated with utilising our financial products;

  • Transferred Information means the personal information (namely, information about an identifiable individual other than their business title or business contact information when such information is used for the purposes of contacting an individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed, transferred or conveyed to the Recipient or any of its Representatives by or on behalf of the Disclosing Parties as a result of or in conjunction with the transactions contemplated herein.