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.