Parent Disclosure Statement definition

Parent Disclosure Statement. The disclosure statement, dated the date of this Agreement, delivered by Parent to the Company.
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Parent Disclosure Statement means the Parent Disclosure Statement dated as of the date hereof and delivered by Parent herewith.
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Parent Disclosure Statement means the disclosure statement of Parent dated the date hereof and delivered pursuant to Section 4 hereof. As used in this Agreement, any reference to any event, change or effect having an "Parent Material Adverse Effect" shall mean that such event, change or effect is, individually or in the aggregate, materially adverse to the business, operations, prospects, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of Parent and its Subsidiaries taken as a whole or the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement; provided, however that Parent Material Adverse Effect shall not be deemed to include the impact of (a) any change in GAAP, (b) acts or omissions of Parent made with the prior written consent of the Company, (c) any change in general economic conditions or the industry in which Parent is engaged in business, (d) the effect of the transactions contemplated hereby or compliance by Parent with the provisions of this Agreement on the business, financial condition or results of operations of Parent, or (e) any changes or effects resulting from the announcement of the transactions contemplated hereby.
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Examples of Parent Disclosure Statement in a sentence

  • There are no representations, warranties or covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement (including the Company Disclosure Statement and the Parent Disclosure Statement) and any writings expressly required hereby.

  • For the three months ended July 31, 2011, $4,688 (three months ended July 31, 2010 - $nil) was expensed to share-based payments.

  • Any matter disclosed on any section of the Company Disclosure Statement or Parent Disclosure Statement shall be deemed to be disclosed with respect to any other section of such document, and with respect to any representation, warranty or covenant in this Agreement or the Transaction Documents, to which the applicability of such matter is reasonably apparent based on the information contained in such disclosure statement.

  • Except as otherwise provided herein, this Agreement (together with the Company Disclosure Statement, the Parent Disclosure Statement and the Confidentiality Agreement and the other agreements expressly contemplated hereby) and Annex A to this Agreement embody the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

  • Capitalized terms used in this Agreement, the Exhibits and Schedules to this Agreement, the Parent Disclosure Statement and the Company Disclosure Statement shall have the meanings specified in Exhibit A.

  • The Company acknowledges that neither Parent, its officers, directors or stockholders, nor any Person has made any representation or warranty, express or implied, of any kind, including without limitation any representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company and any of its representatives, in each case except as expressly set forth in Article V (as modified by the Parent Disclosure Statement).

  • The rules of construction specified in Section 9.14 hereof shall apply to this Agreement, the Exhibits and Schedules to this Agreement, the Parent Disclosure Statement and the Company Disclosure Statement.

  • All requests for access to the Company and the TCI Group Members pursuant to this Section 7.6 shall be made through the representatives of the Company named in Section 7.6 of the Company Disclosure Statement, and all requests for information to Parent and its Significant Subsidiaries pursuant to this Section 7.6 shall be made through the representatives of Parent named in Section 7.6 of the Parent Disclosure Statement.

  • Additionally, claims which apply to state court proceedings,require a showing that the co-conspirators’ actions were motivated by discriminatory “racial, ethnic, or class-based animus.” Zemsky v.

  • Parent represents and warrants to Shareholder that the following are true and correct as of the date hereof, except as set forth in the disclosure statement delivered by Parent to the Company and Shareholder concurrently herewith (the "Parent Disclosure Statement").


More Definitions of Parent Disclosure Statement

Parent Disclosure Statement means the statement delivered by Parent to Company concurrently with the execution of this Agreement.
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Related to Parent Disclosure Statement

  • Disclosure Statement means the written disclosure statement that relates to this Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, as such disclosure statement may be amended, modified or supplemented from time to time.

  • Risk Disclosure Statement the risk disclosure statement provided by the Broker to the Client before the opening of the Account and/or from time to time in form prescribed by the SFC from time to time with the current version set out in Part IV;

  • Disclosure Statement Order means the order of the Bankruptcy Court approving the Disclosure Statement.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company in connection with, and upon the execution of, this Agreement.

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

  • Disclosure Statement Approval Order means the Final Order approving, among other things, the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code.

  • 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.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • 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;

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

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

  • 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.

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

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

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

  • Parent Reports has the meaning set forth in Section 4.5(a).

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

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

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

  • Seller Disclosure Schedule means the disclosure schedule dated, and delivered by Seller to Buyer on, the date of this Agreement. The Sections of the Seller Disclosure Schedule will be numbered to correspond to the applicable Section of this Agreement and, together with all matters under such heading, will be deemed to qualify only that Section unless it is manifestly evident from such disclosure that it qualifies another Section, in which case it will be deemed to qualify such other Section.

  • Company Proxy Statement has the meaning set forth in Section 3.5.

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

  • Company SEC Documents shall have the meaning set forth in Section 4.7(a).

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

  • Public statement means a statement made in the ordinary course of business of the public body with the intent that all other members of the public body receive it.

  • 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.