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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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substances" and "medical wastes" shall have the meanings specified in any
applicable local, state, federal and foreign laws or regulations with respect to
environmental protection.

          (ii)  None of the Issuers or any of their affiliates or any person
acting on their behalf has engaged or will engage during the applicable
restricted period in any directed selling efforts within the meaning of Rule
902(b) of Regulation S with respect to the Notes, and the Issuers and their
affiliates and all persons acting on their behalf (provided that no
representation is made as to the Initial Purchasers or any person acting on
their behalf) have complied with and will comply with the offering restriction
requirements of Regulation S in connection with the offering of the Notes
outside the United States.

          (jj)  The sale of the Initial Notes pursuant to Regulation S are
"offshore transactions" and are not part of a plan or scheme to evade the
registration provisions of the Securities Act.

          (kk)  None of the Issuers nor any of their subsidiaries has taken or
may take, directly or indirectly, any action designed to cause or result in, or
which has constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of the Notes to facilitate the sale
or resale of the Notes (provided that no representation is made as to the
Initial Purchasers or any person acting on their behalf).

          (ll)  On and immediately after the Closing Date, each of the Companies
(after giving  effect to the issuance of the Notes and to the other transactions
related thereto as described in the Offering Memorandum) will be Solvent.  As
used in this paragraph, the term "Solvent" means, with respect to a particular
date, that on such date (i) the present fair market value (or present fair
saleable value) of the assets of each of the Companies is not less than the
total amount required to pay the probable liabilities of each of the Companies
on its total existing debts and liabilities (including contingent liabilities)
as they become absolute and matured, (ii) each of the Companies is able to
realize upon its assets and pay its debts and other liabilities, contingent
obligations and commitments as they mature and become due in the normal course
of business, (iii) assuming the sale of the Notes as contemplated by this
Agreement and the Offering Memorandum, neither of the Companies is incurring
debts or liabilities beyond its ability to pay as such debts and liabilities
mature and (iv) neither of the Companies is engaged in any business or
transaction, or is about to engage in any business or transaction, for which its
property would constitute unreasonably small capital after giving due
consideration to the prevailing practice in the industry in which the Companies
are engaged.  In computing the amount of such contingent liabilities at any
time, it is intended that such liabilities will be computed at the amount that,
in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

          2.   Representations, Warranties and Agreements of the Initial
Purchasers. The Initial Purchasers represent, warrant and agree that: