PHMD definition
Examples of PHMD in a sentence
During the twelve (12) months prior to the date hereof, PHMD has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of PHMD.
None of the reportable events listed in Item 304(a)(1)(iv) or (v) of Regulation S-K occurred with respect to the PHMD Auditor.
DSKX shall permit, and shall cause each DSKX Subsidiary to permit, representatives of PHMD (no more than two) to attend any meeting of the board of directors of DSKX and/or such DSKX Subsidiary or any committees thereof or any senior management committee as an observer, provided that neither DSKX nor any DSKX Subsidiary shall be required to permit the PHMD representative to remain present during any confidential discussion of the Merger Agreements and the transactions contemplated hereby or thereby.
The Parties intend that Merger Consideration to be issued to PHMD pursuant to this Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), by reason of Section 4(2) of the Securities Act, Rule 506 of Regulation D promulgated by the SEC thereunder.
Except as set forth on Section 3.25 of the PHMD Disclosure Schedule, the report of the PHMD Auditor on the financial statements of PHMD for the past fiscal year did not contain an adverse opinion or a disclaimer of opinion, or was qualified as to uncertainty, audit scope, or accounting principles, although it did express uncertainty as to PHMD’s ability to continue as a going concern.
Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date or the Taxable Period to which it relates (including extensions thereof), the Surviving Corporation shall provide a copy of such Tax Return (along with supporting work papers and schedules) and PHMD shall review and comment, in each case as soon as practical before the filing due date (including extensions).
PHMD shall receive not less than three (3) Business Days prior written notice (which may be by electronic mail) of any in person meeting, at which representatives of PHMD may attend telephonically, and not less than twenty-four hours prior written notice (which may be by electronic mail) of any telephonic meeting of such board.
The Board of Directors of PHMD shall recommend that the PHMD stockholders APPROVE all proposals to be included under the PHMD proxy statement.
PHMD shall retain all liabilities accrued through the Closing Date in respect of such Business Employees’ participation in PHMD Benefit Plans.
DSKX shall furnish to PHMD and its Representatives such available financial and operating data as PHMD may reasonably request.