Common use of Knowledge Clause in Contracts

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 19 contracts

Samples: Merger Agreement (Welsbach Technology Metals Acquisition Corp.), Membership Interest Purchase Agreement (Stratim Cloud Acquisition Corp.), Merger Agreement (Welsbach Technology Metals Acquisition Corp.)

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Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 1.4 of the Company Disclosure Letter Letter, and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as that such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports; the phrase “to the knowledge” of any Acquiror Party shall mean the actual knowledge of the officers of any Acquiror Party and the knowledge that such individuals would have acquired after reasonable inquiry or investigation.

Appears in 4 contracts

Samples: Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.4 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror HCM shall mean the knowledge of the individuals identified on Section 1.3 1.4 of the Acquiror HCM Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 3 contracts

Samples: Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company or words of similar import shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror or words of similar import shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports.

Appears in 3 contracts

Samples: Business Combination Agreement (DUET Acquisition Corp.), Business Combination Agreement (Aura Fat Projects Acquisition Corp), Business Combination Agreement (Fat Projects Acquisition Corp)

Knowledge. As used herein, (ia) the phrase “to the knowledge of the Company” or “to the Company’s knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.3(a) of the Company Disclosure Letter and Letter; (iib) the phrase “to the knowledgeknowledge of SPACof Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.3(b) of the Acquiror SPAC Disclosure Letter, in each casecase of clauses (a) and (b), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pacifico Acquisition Corp.), Merger Agreement (Pacifico Acquisition Corp.), Merger Agreement (CF Acquisition Corp. V)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of, after reasonable inquiry of direct reports and investigation (a) in the case of the Company, the individuals identified on Section 1.3 1.03 of the Company Disclosure Letter and Letter, and, (iib) in the phrase “to case of any or all of the knowledge” of Acquiror shall mean the knowledge of Parties, the individuals identified on Section 1.3 1.03 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 3 contracts

Samples: Merger Agreement (Ault Disruptive Technologies Corp), Merger Agreement (Gresham Worldwide, Inc.), Merger Agreement (DFP Healthcare Acquisitions Corp.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (iib) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 3 contracts

Samples: Merger Agreement (Xos, Inc.), Merger Agreement (Revolution Acceleration Acquisition Corp), Merger Agreement (NextGen Acquisition Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of direct reportsreports responsible for the applicable subject matter.

Appears in 2 contracts

Samples: Merger Agreement (KINS Technology Group, Inc.), Merger Agreement (Inpixon)

Knowledge. As used herein, (ia) the phrase “to the knowledge of the Company” or “to the Company’s knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.4(a) of the Company Disclosure Letter and Letter; (iib) the phrase “to the knowledgeknowledge of Acquirorof Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.4(b) of the Acquiror Disclosure Letter, in each casecase of clauses (a) and (b), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 2 contracts

Samples: Merger Agreement (CF Acquisition Corp. VIII), Merger Agreement (CF Finance Acquisition Corp. III)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and Letter, (iib) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reportsreports and (c) the phrase “to the knowledge” of an Acquisition Entity shall mean the actual knowledge of the directors of the respective Acquisition Entities.

Appears in 2 contracts

Samples: Business Combination Agreement (Bridgetown Holdings LTD), Business Combination Agreement (Bridgetown Holdings LTD)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports.

Appears in 2 contracts

Samples: Business Combination Agreement (PropertyGuru Group LTD), Business Combination Agreement (Bridgetown 2 Holdings LTD)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.4 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.4 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 2 contracts

Samples: Business Combination Agreement (Freedom Acquisition I Corp.), Business Combination Agreement (Freedom Acquisition I Corp.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (iib) the phrase “to the knowledge” of Acquiror SPAC shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror SPAC Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of their respective direct reports.

Appears in 2 contracts

Samples: Business Combination Agreement (Eleusis Inc.), Business Combination Agreement (Silver Spike Acquisition Corp II)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of such individual’s direct reports.

Appears in 2 contracts

Samples: Merger Agreement (Empower Ltd.), Merger Agreement (Mobile Infrastructure Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and Letter, (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, Letter and (iii) the phrase “to the knowledge” of the Blocker shall mean the knowledge of the individuals identified on Section 1.3 of the Blocker Disclosure Letter in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Merger Agreement (Aspirational Consumer Lifestyle Corp.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of any of the Company Group Companies shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter AARK Schedules and (iib) the phrase “to the knowledge” of Acquiror Parent shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Parent Disclosure LetterSchedule, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (Worldwide Webb Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company or the Members shall mean the knowledge of the individuals identified on Section 1.3 of the Company Member Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror or the Purchasers shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror Bright Lights shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Bright Lights Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (Bright Lights Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge of the Company” or “to the Company’s knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.4(i) of the Company Disclosure Letter and Letter; (ii) the phrase “to the knowledgeknowledge of Acquirorof Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.4(ii) of the Acquiror Disclosure Letter, in each casecase of clauses (i) and (ii), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Merger Agreement (CF Finance Acquisition Corp II)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Merger Agreement (RMG Acquisition Corp. III)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of such individual’s direct reports.

Appears in 1 contract

Samples: Merger Agreement (Fifth Wall Acquisition Corp. III)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 1.3(a) of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 1.3(b) of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reportsinquiry.

Appears in 1 contract

Samples: Merger Agreement (GP Investments Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledgeknowledge ofof or “the knowledge of” the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Schedule 1.03(a) and (ii) the phrase “to the knowledge” or “the knowledge of” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure LetterSchedule 1.03(b), in each case, as such individuals would have actually acquired in the exercise of a reasonable inquiry of his, her or their direct reports.

Appears in 1 contract

Samples: Merger Agreement (Tailwind Two Acquisition Corp.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (iib) the phrase “to the knowledge” of Acquiror Parent shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Parent Disclosure Letter, in each casecase of clauses (a) and (b), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (RedBall Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledgeKnowledge ofof or “the Knowledge of” the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Schedule1.04(a) and (ii) the phrase “to the knowledgeKnowledge” or “the Knowledge of” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure LetterSchedule 1.04(b), in each case, as such individuals would have actually acquired in the exercise of a reasonable inquiry of his, her or their direct reports.

Appears in 1 contract

Samples: Merger Agreement (Battery Future Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Company Disclosure Letter and Letter, (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Acquiror Disclosure Letter, Letter and (iii) “to the knowledge” of Blocker Company means the knowledge of the officers of the relevant Blocker Company in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of such individual’s direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Founder SPAC)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the actual knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Merger Agreement (Growth for Good Acquisition Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company Companies or the Holder shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean means the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean means the knowledge of the individuals identified on Section ‎Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a after reasonable inquiry of direct reportsinquiry.

Appears in 1 contract

Samples: Merger Agreement (Motive Capital Corp)

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Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror SPAC shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror SPAC Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (SC Health Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” Knowledge of the Company Company” shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledgeKnowledge of Acquirorof Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the actual knowledge of each of the individuals identified on Section 1.3 executive officers of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired disclosed in the exercise of a reasonable inquiry of direct reportsAcquiror SEC Filings.

Appears in 1 contract

Samples: Merger Agreement (Khosla Ventures Acquisition Co. II)

Knowledge. As used herein, (ia) the phrase phrases “to the knowledge of the Company” or “to the Company’s knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 in ‎Section 1.4(a) of the Company Disclosure Letter Letter; and (iib) the phrase “to the knowledge of SPAC” or “to SPAC’s knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 in ‎Section 1.4(b) of the Acquiror SPAC Disclosure Letter, in each casecase of clauses (a) and (b), as such individuals would have acquired in the exercise of following a reasonable inquiry of their respective direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (CF Acquisition Corp. VI)

Knowledge. As used herein, (i) the word “knowledge” or the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Letter, and (ii) the word “knowledge” or the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (Cohn Robbins Holdings Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the actual knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Merger Agreement (GP Investments Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledgeKnowledge ofof or “the Knowledge of” the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Schedule 1.05(a) and (ii) the phrase “to the knowledgeKnowledge” or “the Knowledge of” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure LetterSchedule 1.05(b), in each case, as such individuals would have actually acquired in the exercise of a reasonable inquiry of his, her or their direct reports.

Appears in 1 contract

Samples: Merger Agreement (Starboard Value Acquisition Corp.)

Knowledge. As used herein, : (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Letter; and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Merger Agreement (dMY Technology Group, Inc. IV)

Knowledge. As used herein, (i) the phrase “to the knowledgeKnowledge ofof or “the Knowledge of” the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Schedule I.4(a) and (ii) the phrase “to the knowledgeKnowledge” or “the Knowledge of” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure LetterSchedule I.4(b), in each case, as such individuals would have actually acquired in the exercise of a reasonable inquiry of his, her or their direct reports.

Appears in 1 contract

Samples: Merger Agreement (Target Global Acquisition I Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge of the individuals identified on Section 1.3 1.4 of the Company Disclosure Letter Letter, and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as that such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports; the phrase “to the knowledge” of any Purchaser Party shall mean the actual knowledge of the officers of any Purchaser Party and the knowledge that such individuals would have acquired after reasonable inquiry or investigation.

Appears in 1 contract

Samples: Business Combination Agreement (Acri Capital Acquisition Corp)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge (as opposed to imputed or constructive knowledge) of the individuals identified on Section 1.3 1.03 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” (as opposed to imputed or constructive knowledge) of Acquiror SPAC shall mean the knowledge of the individuals identified on Section 1.3 1.03 of the Acquiror SPAC Disclosure Letter, in each casecase of the foregoing clauses (i) and (ii), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (TWC Tech Holdings II Corp.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and Letter, (iib) the phrase “to the knowledge” of Acquiror shall mean the actual knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reportsreports and (c) the phrase “to the knowledge” of an Acquisition Entity shall mean the actual knowledge of the directors of the respective Acquisition Entities.

Appears in 1 contract

Samples: Business Combination Agreement (Bukit Jalil Global Acquisition 1 Ltd.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge (as opposed to imputed or constructive knowledge) of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” (as opposed to imputed or constructive knowledge) of Acquiror Parent shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Parent Disclosure Letter, in each casecase of the foregoing clauses (i) and (ii), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Business Combination Agreement (Nebula Caravel Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledgeknowledge ofof the Company shall mean the actual knowledge of: (a) in the case of the Company, those individuals identified on named in Section 1.3 1.03 of the Company Disclosure Letter and Schedule; and (iib) in the phrase “to the knowledge” case of Acquiror shall mean or the knowledge of the Acquiror Parties, as applicable, those individuals identified on named in Section 1.3 1.03 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reportsSchedule.

Appears in 1 contract

Samples: Merger Agreement (Capitol Investment Corp. V)

Knowledge. As used herein, (i) the phrase “to the knowledgeKnowledge ofof or “the Knowledge of” the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Schedule 1.04(a) and (ii) the phrase “to the knowledgeKnowledge” or “the Knowledge of” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure LetterSchedule 1.04(b), in each case, as such individuals would have actually acquired in the exercise of a reasonable inquiry of his, her or their direct reports.

Appears in 1 contract

Samples: Merger Agreement (OCA Acquisition Corp.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company (or phrases of similar import) shall mean the actual knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Letter, or knowledge as such individuals would have acquired in the exercise of reasonable inquiries of direct reports, and (iib) the phrase “to the knowledge” of Acquiror (or phrases of similar import) shall mean the actual knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, or knowledge as such individuals would have acquired in the exercise of a reasonable inquiry inquiries of direct reports.

Appears in 1 contract

Samples: Merger Agreement (BurTech Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company Parties shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 officers of the Acquiror Disclosure LetterAcquiror, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

Appears in 1 contract

Samples: Merger Agreement (Khosla Ventures Acquisition Co.)

Knowledge. As used herein, (ia) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (iib) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals have acquired or would have acquired in the exercise of a after reasonable inquiry of direct reportsreports with administrative or supervisory responsibility for the relevant matter that is being represented.

Appears in 1 contract

Samples: Merger Agreement (Marquee Raine Acquisition Corp.)

Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter Letter, or the knowledge that any of them would be deemed to have following a reasonable inquiry of his or her direct reports responsible for the applicable subject matter, and (ii) the phrase “to the knowledge” of Acquiror SPAC shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror SPAC Disclosure Letter, in each case, as such individuals or the knowledge that any of them would be deemed to have acquired in the exercise of following a reasonable inquiry of his or her direct reportsreports responsible for the applicable subject matter.

Appears in 1 contract

Samples: Business Combination Agreement (Chenghe Acquisition II Co.)

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