Interim Parent definition
Examples of Interim Parent in a sentence
The factual, non-interpretive data relating to the Oil and Gas Interests of Parent and its Subsidiaries on which the Parent Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein, to the knowledge of Parent, was accurate in all material respects at the time such information was provided to the reserve engineers for the 2005 Parent Reserve Report and the 2006 Reserve Report and utilized by the Parent for the Interim Parent Reserve Report.
Interim Parent Financial Statements-B Schedule 3.10(d)(iii).......................
Interim Parent Financial Statements-A Schedule 3.10(d)(ii)........................
Since the date of the Interim Parent Balance Sheet and the Interim Company Balance Sheet, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Parent or the Company, respectively, and, to the Knowledge of Majority Owners, no event has occurred or circumstance exists that may result in such a material adverse change.
Each of Parent and the Company has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Audited Company Balance Sheet or Parent Balance Sheet, as applicable, or the Interim Company Balance Sheet or Interim Parent Balance Sheet, as applicable, and current liabilities incurred in the Ordinary Course of Business since the respective dates thereof.
If this Agreement is terminated pursuant to Article VIII (other than pursuant to Section 8.1(g) (No Company Stockholder Approval), which shall be governed by Section 9.1(a)) Parent shall return to the Company any portion of the Interim Parent Funding Amount that has not been used to pay any Parent Transaction Expenses.
The articles of incorporation (the "Interim Parent Company Articles") and bylaws (the “Interim Parent Company Bylaws”) of Parent Company are set forth in Exhibit C-l.
Tucows hereby agrees to guarantee the obligations of Parent under the Parent Note and the Interim Parent Note.
Schedule 2.1 hereto sets forth (a) an estimate of the amount of the Merger Consideration calculated pursuant to the formula set forth in this Section 2.1, and (b) an estimate of the amount of Merger Consideration payable to each Company Stockholder, and includes each Company Stockholder’s proportionate interest in the Parent Note and the Interim Parent Note.
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