Confidential Private Placement Memorandum Clause Samples

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Confidential Private Placement Memorandum. A true and correct copy of the private placement memoranda of the Guarantor, together with all supplements thereto that have been delivered to Investors, if any; and
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Confidential Private Placement Memorandum. The Confidential Private Placement Memorandum of the Company attached hereto as Annex 5.1, dated February 2001, (as finally amended and supplemented on the Closing Date, the "Memorandum") does not and, as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading.
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Confidential Private Placement Memorandum. The information supplied by the Company for inclusion or incorporation by reference in the Confidential Private Placement Memorandum dated as of June 10, 2004 (the "Confidential Private Placement Memorandum") in connection with the Offering does 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 under which they are made, not misleading. If, at any time prior to the Closing Date, any event with respect to the Company shall occur which is required to be described in the Confidential Private Placement Memorandum, such event shall be so described, and an appropriate amendment or supplement shall be prepared by the Company.
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Confidential Private Placement Memorandum. The Company has prepared the confidential private placement memorandum dated February 14, 2008 (the “Private Placement Memorandum”), setting forth information concerning the Company and the Common Stock. As used in this Agreement, “Private Placement Memorandum” means the Private Placement Memorandum as amended or supplemented and including all documents incorporated by reference therein, including any SEC Filings (as defined below). To the knowledge of the Company, copies of the Private Placement Memorandum and the documents listed in clauses (a) through (d) below have been delivered to the Purchasers pursuant to the terms of this Agreement. The Private Placement Memorandum (excluding the draft form of this Agreement and the draft form of the Registration Rights Agreement), as of its date, and each of the following documents, as of the respective date it was filed with the Commission (as defined below) (together with any information included in the Current Report on Form 8-K of the Company furnished, but not filed with, the Commission on January 25, 2008 that is not expressly incorporated by reference in the Private Placement Memorandum), do 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 the statements therein, in the light of the circumstances in which they were made, not misleading: (a) the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (including certain information incorporated by reference therein from the Company’s definitive Proxy Statement on Schedule 14A for the Company’s 2007 Annual Meeting of Stockholders) (the “2006 10-K”); (b) the Company’s Quarterly Reports on Forms 10-Q for its fiscal quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 (collectively, the “2007 10-Q”); (c) the Company’s Current Reports on Forms 8-K filed with the Commission on February 14, 2007, March 14, 2007, July 3, 2007 (with respect to Item 8.01 only), September 6, 2007, September 12, 2007, October 1, 2007, October 4, 2007, December 3, 2007 (with respect to our filing under Items 1.01 and 5.02 on Form 8-K) and January 25, 2008 (with respect to our filing under Items 1.01, 3.02, 5.02, 5.03, 7.01 and 9.01 of Form 8-K) (collectively, the “8-K”); (d) all other documents, if any, filed by the Company with the Commission since December 31, 2006 and prior to the Closing Date (together with the 2006 10-K, 2007 10-Q and 8-K, the “SEC Filings”) purs...
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Confidential Private Placement Memorandum. The Company will prepare a Confidential Private Placement Memorandum covering the proposed offering (the "PPM") which shall meet the anti-fraud and other requirements of the federal and state securities laws. The PPM shall be in form and substance reasonably satisfactory to Viewtrade. The Company agrees that it shall modify or supplement the PPM during the course of the Offering to insure that the PPM does 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 not misleading in light of the circumstances in which they were made. Viewtrade agrees that it will not make any use of the PPM other than for purposes of implementating this agreement, nor will it or any of its agents, employees or participating soliciting brokers or dealers use the same or do any other act or thing in the course of the offering or sale hereunder which would constitute a violation of the Act, the Securities Exchange Act of 1934, as amended (the "1934 Act") or any state "blue sky" laws or regulations applicable to this Offering.
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Confidential Private Placement Memorandum. The Company has prepared a Confidential Private Offering Memorandum (“PPM”) covering the proposed offering of the stock which Company, shall has or shall have reviewed by legal counsel for compliance with anti-fraud and other disclosure requirements of the federal and state securities laws. The PPM shall be in form and substance reasonably satisfactory to Legend and its counsel. The Company agrees that it shall use reasonable efforts to modify or supplement the PPM during the course of the Offering to insure that the PPM does not contain any substantially 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 not materially misleading in light of the circumstances in which they were made.
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Confidential Private Placement Memorandum. 7. Radiant Energy Corporation - Offer of Rights to subscribe for Debentures. 8. Copy of 5/6/99 Presentation to Boeing Capital (in Scottsdale).
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Confidential Private Placement Memorandum. TWGI represents and warrants that the Confidential Private Placement Memorandum of WP, dated January 8, 1999, is true and complete and does not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
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Confidential Private Placement Memorandum. The information supplied by the Company for inclusion or incorporation by reference in the Confidential Private Placement Memorandum dated as of November 18, 2005 (the “Confidential Private Placement Memorandum”) in connection with the Offering does 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 under which they are made, not misleading. If, at any time prior to the Closing Date, any event with respect to the Company shall occur which is required to be described in the Confidential Private Placement Memorandum in order for the Confidential Private Placement Memorandum not to 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 under which they are made, not misleading, such event shall be so described, and an appropriate amendment or supplement shall be prepared by the Company.
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Related to Confidential Private Placement Memorandum

  • PLACEMENT AGENT’S INFORMATION The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Placement Agent’s Information consists solely of the following information in the Prospectus: (i) the last paragraph on the front cover page concerning the terms of the offering by the Placement Agent; and (ii) the statements concerning the Placement Agent contained in the first paragraph under the heading “Plan of Distribution.”

  • Confidential Information Agreement Executive’s receipt of any payments or benefits under Section 6 will be subject to Executive continuing to comply with the terms of Confidential Information Agreement (as defined in Section 10).

  • Confidential Proprietary Information The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

  • Confidential Information and Non-Solicitation (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and its subsidiaries and affiliates, which shall have been obtained by the Executive in connection with the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data, to anyone other than the Company and those designated by it; provided, however, that if the Executive receives actual notice that the Executive is or may be required by law or legal process to communicate or divulge any such information, knowledge or data, the Executive shall promptly so notify the Company. (b) While employed by the Company and, for a period of one (1) year after the Date of Termination, the Executive shall not directly or indirectly solicit, induce, or encourage any employee or consultant of any member of the Company and its subsidiaries and affiliates to terminate their employment or other relationship with the Company and its subsidiaries and affiliates or to cease to render services to any member of the Company and its subsidiaries and affiliates and the Executive shall not initiate discussion with any such person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. During his employment with the Company and thereafter, the Executive shall not use any trade secret of the Company or its subsidiaries or affiliates to solicit, induce, or encourage any customer, client, vendor, or other party doing business with any member of the Company and its subsidiaries and affiliates to terminate its relationship therewith or transfer its business from any member of the Company and its subsidiaries and affiliates and the Executive shall not initiate discussion with any such person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (c) In recognition of the facts that irreparable injury will result to the Company in the event of a breach by the Executive of his obligations under Sections 7(a) and (b) hereof, that monetary damages for such breach would not be readily calculable, and that the Company would not have an adequate remedy at law therefor, the Executive acknowledges, consents and agrees that in the event of such breach, or the threat thereof, the Company shall be entitled, in addition to any other legal remedies and damages available, to specific performance thereof and to temporary and permanent injunctive relief (without the necessity of posting a bond) to restrain the violation or threatened violation of such obligations by the Executive.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows: