CBG Disclosure Memorandum definition

CBG Disclosure Memorandum means the written information entitled “Chattahoochee Bank of Georgia Disclosure Memorandum” delivered with this Agreement to Buyer and attached hereto.
Sample 1

Examples of CBG Disclosure Memorandum in a sentence

  • The minute books and other organizational documents for the Subsidiaries have been made available to Buyer for its review, and except as disclosed in Section 4.4 of the CBG Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the board of directors and shareholders thereof.

  • Except as disclosed in Section 4.11 of the CBG Disclosure Memorandum, each CBG Entity owns or has a license to use all of the Intellectual Property used by such CBG Entity in the course of its business, including sufficient rights in each copy possessed by each CBG Entity.

  • The minute book and other organizational documents for CBG have been made available to Buyer for its review and, except as disclosed in Section 4.1 of the CBG Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board of directors (including any committees of the board of directors) and shareholders thereof.

  • Section 4.3(a) of the CBG Disclosure Memorandum lists all issued and outstanding CBG Options and CBG Warrants, which schedule includes the names of the recipients, the date of grant, the exercise prices, the vesting schedules, and the expiration dates, to the extent applicable.

  • Section 4.24 of the CBG Disclosure Memorandum lists the fees and expenses that that are currently owed to the CBG Financial Advisor and that will be owed to CBG Financial Advisor as a result of transactions contemplated by this Agreement.

  • The Series 2010-1 LOC Credit Disbursement does not exceed the amount that is available to be drawn by the Trustee under the Series 2010-1 Letter of Credit on the date of this certificate.

  • CBG shall have obtained the Consents listed in Section 8.1(c) of the CBG Disclosure Memorandum, including Consents from the lessors of each office leased by CBG, if any.

  • CBG has no Subsidiaries except as set forth in Section 4.4 of the CBG Disclosure Memorandum, and CBG owns all of the equity interests in each of its Subsidiaries.

  • CBG has provided a copy of CBG Financial Advisor’s engagement letter and expected fee for its services as Section 10.3 of the CBG Disclosure Memorandum and shall pay all amounts due thereunder at Closing and prior to the Effective Time.

  • Except as disclosed in Section 4.11 of the CBG Disclosure Memorandum, no CBG Entity is obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property, other than any license or maintenance fees specified in a license agreement with such party.

Related to CBG Disclosure Memorandum

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule of the Company referred to in, and delivered pursuant to, this Agreement.

  • Disclosure Letter means the disclosure letter, dated the Effective Date, delivered by the Credit Parties to the Collateral Agent, as may be updated on the Tranche A Closing Date (if required and as permitted hereunder).

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Buyer Disclosure Schedules means the disclosure schedules of the Buyer, dated as of the date hereof, accompanying this Agreement.

  • Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

  • Company Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with this Agreement.

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

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

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • SEC Documents shall have the meaning specified in Section 4.5.

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).