MD&A Disclosure definition

MD&A Disclosure means any "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure (required by Item 303 of Regulation S-K promulgated by the SEC (or any successor rule or regulation of the SEC)) to be prepared for the fiscal years covered by the audited Financial Statements and the period covered by the Audited Closing Date Financial Statements.
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MD&A Disclosure means customary disclosure describing the results of operations, liquidity, cash flows and financial condition of the Business for the periods covered by the applicable Financial Statements delivered pursuant to Section 6.21 as would be included in a “Management Discussion and Analysis of Financial Conditions and Results of Operations” section in compliance in all material respects with Item 303 of Regulation S-K.
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Examples of MD&A Disclosure in a sentence

  • MDA and Orbital shall have received all necessary consents, waivers or amendments listed by MDA and Orbital in Sections 3.2 and 4.2 of the MDA Disclosure Schedule and Orbital Disclosure Schedule, respectively, as being required (other than the consent of EarthWatch).

  • If (i) the Closing occurs on or after December 31, 2025 and prior to March 2, 2026 and (ii) the 2025 Business Financial Statements and related MD&A Disclosure have not been delivered on or prior to the Closing, then the obligations of Seller and Everen in this Section 6.21(c) shall survive the Closing and shall be a post-Closing obligation.

  • Since March 31, 1995, with the exception of actions taken at the request of Orbital or otherwise necessary to the consummation of the transactions contemplated by this Agreement or the Plan of Arrangement, and except as set forth in the Securities Reports or in Section 3.7 of the MDA Disclosure Schedule, MDA and each of its Subsidiaries has operated its business in the ordinary course, consistent in all material respects with past practice.

  • There are no stockholder agreements, proxies, voting trusts, rights to require registration under securities Laws or other arrangements or commitments to which any of the Information Systems Subsidiaries is a party or bound with respect to the voting, disposition or registration of any outstanding securities of any of the Information Systems Subsidiaries, except as disclosed in Section 4.2(c) of the MDA Disclosure Letter.

  • For such purpose, Parent shall cause Can AcquisitionCo to recognize the compensation received by the Richmond Employees under the Additional MDA Plans in determining the value of the compensation offered to such employees and establish, effective as of the Closing Date, benefit plans for the Richmond Employees with a value substantially similar in the aggregate to those MDA Plans in which the Richmond Employees participate at the Closing Date as described in Section 4.16 to the MDA Disclosure Letter.

  • Except as set forth in Section 4.8(b) of the MDA Disclosure Letter, no consulting agreement or independent contractor agreement requires more than 90 days notice to effect termination.

  • Section 3.23 of the MDA Disclosure Schedule contains a description of all warranty coverages (including terms of such coverages, expiration dates, and estimated amounts of liability) extended by MDA or any of its Subsidiaries for repair or replacement of defective products or service to its customers as of the date indicated thereon.

  • Except as and to the extent reflected or reserved against in the balance sheet as of June 30, 1995 included in the Financial Statements or as set forth in Section 3.6 of the MDA Disclosure Schedule, MDA and its Subsidiaries, taken as a whole, do not have any material liabilities or obligations of any nature.

  • If (i) the Closing occurs on or after the end of a fiscal quarter that occurs after the date hereof commencing with the fiscal quarter ended September 30, 2025 and prior to the 35th day after such fiscal quarter and (ii) the Interim Business Financial Statements and related MD&A Disclosure have not been delivered on or prior to the Closing, then the obligations of Seller and Everen in this Section 6.21(b) shall survive the Closing and shall be a post-Closing obligation.

  • The MDA Disclosure Letter states which of the MDA Plans are subject to the provisions of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Related to MD&A Disclosure

  • Disclosure shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • Additional Disclosure As defined in Section 3.18(a)(v).

  • Non-Disclosure Term shall have the meaning set forth in Section 25.3.4 of this Agreement.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.