Holdings Disclosure Schedule definition

Holdings Disclosure Schedule means the Disclosure Schedule being delivered by Holdings concurrently with the execution of the Agreement and Plan of Merger relating to the Holdings Merger.
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Holdings Disclosure Schedule means the Disclosure Schedule delivered by Holdings pursuant to Section 5.1.
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Holdings Disclosure Schedule means the disclosure schedule delivered by Holdings to AmSurg prior to the execution of this Agreement.
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Examples of Holdings Disclosure Schedule in a sentence

  • Parent Holdings and Holdings shall cause all intercompany accounts to be settled, and all Affiliate Agreements to be treated, as set forth in Section 4.10 of the Holdings Disclosure Schedule.

  • Section 4.10 of the Holdings Disclosure Schedule sets forth a true and complete list of all agreements, Contracts, arrangements, payables, obligations and understandings between Holdings or any of its subsidiaries, on the one hand, and Parent Holdings or any of its Affiliates (other than Holdings or its subsidiaries), on the other hand (the "Affiliate Agreements").

  • Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of Parent Holdings and its Subsidiaries, and except as set forth in Section 4.5 of Parent Holdings Disclosure Schedule, no Regulatory Agency has initiated any proceeding or, to the knowledge of Parent Holdings, investigation into the business or operations of Parent Holdings or any of its Subsidiaries since December 31, 1995.

  • The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405.

  • Each contract, arrangement, commitment or understanding of the type described in this Section 4.19(a), whether or not set forth in Section 4.19(a) of the Parent Holdings Disclosure Schedule, is referred to herein as a "Parent Holdings Contract".

  • Holdings has provided the Company with true and correct copies of the form of Management Equity Agreements and the form of Other Equity Agreements and related letter agreements, which are included in Section 2.2(f) of the Holdings Disclosure Schedule.

  • An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule.

  • At the close of business on September 25, 1997, (i) no shares of Holdings Preferred Stock were outstanding, (ii) 2,749,447 shares of Holdings Common Stock were outstanding and (iii) 200,650 shares of unissued Holdings Common Stock were subject to issuance upon the exercise of outstanding stock options listed in the Holdings Disclosure Schedule.

  • Section 2.5 of Apex Holdings Disclosure Schedule is a true and complete list of (i) all Intellectual Property presently owned or held by Apex Holdings and (ii) any license agreements under which Apex Holdings has access to any confidential information used by Apex Holdings in its business (such licenses and agreements, collectively, the “Intellectual Property Rights”) necessary for the conduct of Apex Holdings’s business as conducted and as currently proposed to be conducted by Apex Holdings.

  • Concho Holdings has delivered to Concho Resources and the Sellers copies of the financial statements listed on Schedule 3.1(e) of the Concho Holdings Disclosure Schedule (such financial statements collectively being referred to as the “Concho Holdings Financial Statements”).


More Definitions of Holdings Disclosure Schedule

Holdings Disclosure Schedule means the disclosure schedule being delivered by Holdings concurrently with the execution of this Agreement. "Holdings Effective Time" shall have the meaning set forth in Section 2.3 hereof. "Holdings Material Adverse Effect" shall mean a material adverse effect on the business, results of operation or financial condition of Holdings and its subsidiaries, taken as a whole. "Holdings Merger" shall have the meaning set forth in the recitals hereof. "Holdings SEC Reports" shall have the meaning set forth in Section 4.7(a) hereof. "Holdings Shares" shall have the meaning set forth in Section 4.2(a). "HSR Act" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. "Indebtedness" of any Person at any date shall include (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person that is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien (as hereinafter defined) on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, and (e) all direct or indirect guarantees of any of the foregoing for the benefit of another Person. "Indemnifying Party" shall have the meaning set forth in Section 9.2(c) hereof.
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Related to Holdings Disclosure Schedule

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

  • Disclosure Schedule has the meaning set forth in Section 3 below.

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

  • Parent Disclosure Schedule means the disclosure schedules delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

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

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Schedule means the disclosure schedule delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement.

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

  • Seller Disclosure Schedules means the disclosure schedules of Seller delivered by Seller pursuant to this Agreement.

  • Purchaser Disclosure Schedule means the schedule (dated as of the date of the Agreement) delivered to Seller and the Members by the Purchaser, a copy of which is attached to this Agreement.

  • Seller Disclosure Letter means the Seller Disclosure Letter attached hereto, dated as of the date hereof, delivered by Seller to Purchaser in connection with this Agreement.

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

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

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

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

  • Buyer SEC Reports has the meaning set forth in Section 4.6.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

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

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

  • 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;