Knowledge Definition. As used in this Agreement, "to the best -------------------- knowledge of the Company" and like phrases shall mean and include: (a) actual knowledge; and (b) that knowledge which a prudent businessperson (including the officers, directors and other key employees of the Company) would have obtained in the management of his or her business affairs after making due inquiry and exercising reasonable diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of any officer, director or other key employee of the Company shall be imputed to be the knowledge of the Company.
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Samples: Agreement and Plan of Reorganization (Cardiac Control Systems Inc)
Knowledge Definition. As used in this AgreementArticle 3, the term "to the best -------------------- knowledge of the Companyknowledge" and like phrases shall mean and include: include (ai) actual knowledge; knowledge and (bii) that knowledge which a prudent businessperson (including the officers, directors Stockholder and other the officers and key employees of the Company) would Company could have obtained in the management of his or her business affairs after making due inquiry and exercising reasonable due diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of the Stockholder or any officer, director officer or other key employee of the Company shall be imputed to be the knowledge of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ivillage Inc)
Knowledge Definition. As used in this AgreementArticle III, the term "to the best -------------------- knowledge of the Companyknowledge" and like phrases shall mean and include: include (ai) actual knowledge; knowledge and (bii) that knowledge which a prudent businessperson business person (including the officers, directors directors, and other key employees of the CompanyKey Employee) would could have obtained in the management of his or her business affairs after making due inquiry and exercising reasonable due diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of any officer, director director, or other key employee Key Employee of the Company shall be imputed to be the knowledge of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cyberian Outpost Inc)
Knowledge Definition. As used in this AgreementArticle 3, the term "to the best -------------------- knowledge of the Companyknowledge" and like phrases shall mean and include: include (ai) actual knowledge; knowledge and (bii) that knowledge which a prudent businessperson (including the officers, directors Stockholders and other the officers and key employees of the Company) would Company could have obtained in the management of his or her business affairs after making due inquiry and exercising reasonable due diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of the Stockholders or any officer, director officer or other key employee of the Company shall be imputed to be the knowledge of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ivillage Inc)
Knowledge Definition. As used in this AgreementArticle III, the term "to the best -------------------- knowledge of the Companyknowledge" and like phrases shall mean and include: include (ai) actual knowledge; knowledge and (bii) that knowledge which a prudent businessperson business person (including the officers, directors directors, and other key employees of the Companyemployee) would could have obtained in the management of his or her business affairs after making due inquiry and exercising reasonable due diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of any officer, director director, or other key employee of the Company shall be imputed to be the knowledge of the Company.
Appears in 1 contract
Knowledge Definition. As used in this Agreement, "to the best -------------------- knowledge of the Company" and like phrases shall mean and include: (a) actual knowledge; and (b) that knowledge which a prudent businessperson (including the officers, directors and other key employees of the Company) would have obtained in the management of his or her business affairs after making due inquiry and exercising reasonable diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of any officer, director or other key employee of the Company shall be imputed to be the knowledge of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Electro Catheter Corp)
Knowledge Definition. As used in this AgreementSection 2.1, the term "to the best -------------------- knowledge of the Companyknowledge" and like phrases shall mean and include: include (ai) actual knowledge; knowledge of the party making the representation or warranty and (bii) that knowledge which a prudent businessperson business person (including the officers, directors directors, and other key employees of the Company) would could have obtained in the management of his or her business affairs after making due inquiry and exercising reasonable due diligence with respect thereto. In connection therewith, the knowledge (both actual and constructive) of any officer, director director, or other key employee of the Company shall be imputed to be the knowledge of the Company.
Appears in 1 contract
Knowledge Definition. As used in this Agreementherein, "to the best -------------------- knowledge of the Company" and like phrases shall mean and include: include (ai) actual knowledge; knowledge and (bii) that knowledge which a prudent businessperson (including the officers, directors and other key employees each of the Company) would Company Principals should have obtained in the management of his or her business affairs after making due inquiry and exercising reasonable diligence with respect theretoinquiry. In connection therewith, the knowledge (both actual and constructive) of any officer, of the Company Principals and/or any other officer or director or other key employee of the Company shall be imputed to be the knowledge of the Company.
Appears in 1 contract
Samples: Agreement and Plan or Reorganization and Merger (Ivillage Inc)