Parent’s Knowledge definition

Parent’s Knowledge means the actual knowledge of the individuals set forth in Section 1.1(d) of the Disclosure Schedule.

Parent’s Knowledge means the actual knowledge of any executive officer or director of Parent.

Parent’s Knowledge or any similar phrase, means the actual knowledge of any of the following individuals: Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxx.

Examples of Parent’s Knowledge in a sentence

• None of Parent or any of its Subsidiaries nor any of their respective directors, officers, employees or, to Parent’s Knowledge, agents or any other Person acting on its behalf has directly or indirectly made any bribes, rebates, payoffs, influence payments, kickbacks, illegal payments, illegal political contributions, or other payments, in the form of cash, gifts, or otherwise, or taken any other action, in violation of Anti-Bribery Laws.

• All such Permits are valid and in full force and effect and there are no pending or, to Parent’s Knowledge, threatened administrative or judicial Actions that would reasonably be expected to result in modification, termination or revocation thereof, except which modification, termination or revocation would not, individually or in the aggregate, have, or would reasonably be expected to have, a Parent Material Adverse Effect.

• The Parent Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Parent Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or, to the Company’s Knowledge or Parent’s Knowledge, threatened by the SEC.

• To the Knowledge of Parent as of the date of this Agreement, no “bad actor” disqualifying event described in Rule 506(d)(1)(i)–(viii) of the Securities Act (a “Disqualifying Event”) is applicable to Parent or, to Parent’s Knowledge, any Parent Covered Person, except for a Disqualifying Event as to which Rule 506(d)(2)(ii)–(iv) or (d)(3) of the Securities Act is applicable.

• Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby.

More Definitions of Parent’s Knowledge

Parent’s Knowledge means the actual knowledge of any of Xxxxxxx Xxxx, Xxxxxx Xxxxx and Xxxx Xx, after due inquiry.

Parent’s Knowledge or “Knowledge of Parent” or similar phrase means the knowledge of Ixxxx Xxxxx, Cxxx Xxxxxx and Dxxxxx Xxxxxxxxxx, in each case, with the assumption that such Persons shall have made reasonable and diligent inquiry on the matters presented.

Parent’s Knowledge means the actual knowledge of those individuals identified in Section 1.1(b) of the Parent Disclosure Schedule.

Parent’s Knowledge or “Known to Parent” means the actual knowledge, after reasonable inquiry, of any director or officer of Parent, Merger Sub or any Consortium Member.

Parent’s Knowledge. “Knowledge of Parent” or similar terms used in this Agreement mean the knowledge of the Persons listed in Exhibit 1.01(c) as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate and only with respect to those matters contained in such certificate), after reasonable inquiry.

Parent’s Knowledge means the actual knowledge of Xxxxx Xxxxxxx, Ph.D., Xxxxxxx Xxxxxxx, Ph.D., Xxxxxxxx Xxxxxx and Xxxxxxx Xxxx, Ph.D., and such knowledge as such Persons would reasonably be expected to have obtained in the course of their performance of their duties to Parent (after due inquiry); provided that with respect to any matters relating to Intellectual Property Rights, such knowledge or reasonable expectation to have knowledge does not require any such individual to conduct or have conducted or obtain or have obtained any freedom to operate opinions or similar opinions of counsel or any Intellectual Property Rights clearance searches.

Parent’s Knowledge or “Knowledge of the Parent” means such facts and other information that as of the date of determination are actually known to the individuals set forth on Section 5.9 of the Parent Disclosure Schedule,