Disclosure Letter definition
Examples of Disclosure Letter in a sentence
Section 3.10(c) of the Company Disclosure Letter contains a true, correct and complete list of all Indebtedness of the Company and its Subsidiaries as of the date of this Agreement, other than Indebtedness (x) reflected in the Audited Company Balance Sheet or (y) otherwise included in the Filed SEC Documents.
Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (either alone or in combination with any other event) result in any payment or benefit made by the Company or any of its Subsidiaries to be characterized as an “excess parachute payment” within the meaning of Section 280G of the Code, except as otherwise set forth in Section 3.19(j) of the Company Disclosure Letter or as provided in this Agreement.
Except as set forth on Section 3.20 of the Company Disclosure Letter, the Company and its Subsidiaries are not party to any collective bargaining agreement or similar Contract with any labor union, works council, or other employee representative body representing employees of the Company or any of its Subsidiaries.
For the avoidance of doubt, any Unvested Company Stock Price PSU Consideration payable pursuant to this Section 2.8(e) will not be subject to any performance-based vesting requirements and will be subject solely to the service-based vesting requirements applicable to the applicable Company Stock Price PSU as set forth on Section 2.8(e) of the Company Disclosure Letter.
Except as set forth in Section 3.7(a) of the Company Disclosure Letter, no Subsidiary of the Company owns any share of capital stock or other securities of the Company.