Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiry, of (a) in the case of the Company, Xxxx Xxxxx, Xxxx Xxxxxx and Xxxxx Xxxxx, and (b) in the case of Tuatara, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tuatara Capital Acquisition Corp), Agreement and Plan of Merger (Tuatara Capital Acquisition Corp), Merger Agreement (Tuatara Capital Acquisition Corp)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Xxxx XxxxxXxxxx Xxxxxxx, Xxxx Xxxxxx Xxxxx Xxxxxxx and Xxxxx XxxxxXx Xxxxxxx, and (b) and, in the case of TuataraSPAC, Xxxxxx Xxxx Xxxxx and Xxxxxxx and Xxxxxx XxxxxxxXxxxxxxxx, and, in each case, after reasonable inquiry of direct reports.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FAST Acquisition Corp. II), Merger Agreement (FAST Acquisition Corp. II)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiryinquiry of such Person’s direct reports, of (a) in the case of the Company, Xxxx Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx, Xxx Xxxxx, Xxxx Ash Mehra, Xxxxxx Xxxxx and Xxxxx XxxxxXxxxxx Xxxxxxxx, and (b) in the case of TuataraHTP, Xxxxxx Xxxxxxx Xxx Xxxxxxxx, Xxxx Xxxxxx, Xxx Nova and Xxxxxx XxxxxxxXxx Xxxxx.
Appears in 2 contracts
Samples: Merger Agreement (Highland Transcend Partners I Corp.), Merger Agreement (Highland Transcend Partners I Corp.)
Knowledge. As used herein, the phrase “to the knowledgeKnowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Xxxx Xxxxxand Xxxxxx Xxxxxxxxxxxxxxx, Xxxx Xxxxxx and Xxxxx XxxxxXxXxxx or Xxx Xxxxxxxxxx, and (b) and, in the case of TuataraXxxxxxxx, Xxxxxx Xxxxxxx Xxxx and Xxxxxx XxxxxxxXxxxxxxx Xxxxx.
Appears in 2 contracts
Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp), Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)
Knowledge. As used herein, the phrase “to the knowledge” of any a Person shall mean the actual knowledge, after due and reasonable inquiry, of (a) of, in the case of the Company, Xxxx Dxxxx Xxxxxxx, Mxxxxx Xxxx, Axxx Xxxxx and Hxxxxxxx Xxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxand, and (b) in the case of TuataraTRTL, Xxxxxx Nxxxxx Xxxxxx, Sxxxxx Xxxxx, Gxx Xxxxxxx and Xxxxxx XxxxxxxSxxxxxx Xxxxxxxx.
Appears in 2 contracts
Samples: Business Combination Agreement (Terrapin 3 Acquisition Corp), Business Combination Agreement (Terrapin 3 Acquisition Corp)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the CompanySellers, Xxxx Xxxxx X’Xxxxxxxx, Xxx Xxxxx, Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxx Luliani, Xxx Xxxxxxx, Xxxx Xxxxxxx and Xxxxx XxxxxXxxx, and (b) in the case of Tuataraall other Persons, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxsuch Person’s executive officers.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Xxxxx Xxxxxxx, Xxxx Xxxxxxxxxx and Xxxxxxx Xxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxand, and (b) in the case of TuataraAcquiror, Xxxxxx Xxxxxxx Xxxx Xxx and Xxxxxx XxxxxxxDyson Xxxxxx.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Capitol Acquisition Corp. III)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Xxxx XxxxxX. Xxxxxxxx, Xxxx X. Xxxx and Xxxx X. Xxxxxx and Xxxxx Xxxxxand, and (b) in the case of TuataraAcquiror, Xxxxxx Xxxxx X. Xxxxx and Xxxxxxx and Xxxxxx XxxxxxxX. Xxxxxxxx.
Appears in 2 contracts
Samples: Merger Agreement (APX Group Holdings, Inc.), Merger Agreement (Mosaic Acquisition Corp.)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiry, of (a) in the case of with respect to the Company, Xxxx the actual knowledge of Exxx Xxxxxxxx, Cxxxx Xxxxx, Xxxx Xxxxxx and Xxxxx H. Dxxxx Xxxxx, M.D., and (b) in with respect to the case Acquiror Parties, the actual knowledge of Tuatara, Xxxxxx Bxxxx Xxxxxxx and Xxxxxx Rxxxxxx Xxxxxxx.
Appears in 2 contracts
Samples: Merger Agreement (LMF Acquisition Opportunities Inc), Merger Agreement (LMF Acquisition Opportunities Inc)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, in each case after reasonable inquiryinquiry of direct reports, of (a) Xxxxx Xxxx, Xxxxxxx Xxxxxxxxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxx, in the case of the Company, Xxxx Xxxxx, and Xxxx Xxxxxx and Xxxxx XxxxxXxx Xxxx, and (b) in the case of Tuatara, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxthe Subscriber.
Appears in 2 contracts
Samples: Sale and Subscription Agreement (Allegro Microsystems, Inc.), Sale and Subscription Agreement (Allegro Microsystems, Inc.)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the CompanySellers, Xxxx Xxxxxxx, Xxxxx Xxxx, Xxxx-Xxxxxx Bolmont, Xxxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxx Xxxxx, Xxxx Xxxxxx Xxxxxxx, Xxxx Xxxxxxxxx and Xxxxx XxxxxXxxx Xxxxxx, and (b) in the case of TuataraAcquiror, Xxxxxx Xxxxxxxx and Xxxxxxx and Xxxxxx XxxxxxxXxxxxx.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Xxxx XxxxxXxx Xxxxxxxxx, Xxxx Xxxxxx Xxx Xxxxx and Xxxxx XxxxxXxxxxxxxx Xxxxxxxx and, and (b) in the case of TuataraAcquiror, Xxxxxx Xxxx X. Xxxxxxx and Xxxxxx XxxxxxxX. Xxxxx and, in each case, after reasonable inquiry.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” (or any similar phrase) of any Person shall mean the actual knowledgeknowledge of, and the knowledge that would be obtained after reasonable inquiryinquiry by, of (a) in the case of the CompanySeller, Xxxx Xxxxx Xxxxx, Xxxx Xxxxxx Xxxxxxx Xxxxxxx and Xxxxx XxxxxXxxxxxx Xxxxxx, and (b) in the case of Tuataraany other Person, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxsuch Person’s executive officers.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (HG Holdings, Inc.)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiry, of (a) in the case of the Company, Xxxx Xxxxx, Xxxx Xxxxxx Xxxxx Xxxxx and Xxxxx XxxxxXxx, and (b) in the case of TuataraSilver Spike, Xxxxx Xxxxxx Xxxxxxx and Xxxxxx Xxxx Xxxxxxx.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiryinquiry of direct reports, of (a) of, in the case of the Company, Xxxx Xxxxx, Xxxx Dxxxx Xxxxxx and Xxxxx XxxxxSxxxxxxxx Xxx, and (b) and, in the case of TuataraAcquiror, Xxxxxx Xxxxxxx Sxxxxx X. Xxxxx and Xxxxxx Jxx Xxxxxxx.
Appears in 1 contract
Samples: Merger Agreement (Seaport Global Acquisition II Corp.)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiryinquiry of direct reports, of (a) of, in the case of the Company, Xxxx XxxxxGeneral Xxxxx Xxxxxxxxx, Xxxx Xxxxxx Xxxxxxx Xxxxx and Xxxxx XxxxxXxxxxx and, and (b) in the case of TuataraAcquiror, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxthe Acquiror Executives.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Sven-Xxxx XxxxxXxxxxxxx and Xxx Xxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxand, and (b) in the case of TuataraAcquiror, Xxxxxx Xxxxxxx Xxxx Xxx and Xxxxxx XxxxxxxDyson Xxxxxx.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean means the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Xxxx Xxxxx, Xxxx Xxxxxx Xxxxxxx Xxxxxxxxx and Xxxxx XxxxxXxxxxxx Xxxxxx, and (b) in the case of TuataraAcquiror, Xxxxxx Xxxx Xxxxxx, Xxxxx Xxxxx and Xxxxxxx and Xxxxxx XxxxxxxXxxxx, in each case, after reasonable inquiry of such Person’s direct reports.
Appears in 1 contract
Samples: Merger Agreement (Callaway Golf Co)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, and such knowledge as they would have obtained after reasonable inquiry, of of, (a) in the case of the Company, Xxxx Xxxxx, Xxxx Xxxxxx Xxxxxxx Xxxxxxxx and Xxxxx XxxxxXxxxxx, and (b) in the case of TuataraAcquiror, Xxxxxx Xxxxx Xxxxx and Xxxxxxx and Xxxxxx XxxxxxxXxxx.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeor constructive knowledge after due inquiry of, after reasonable inquiry, of (a) in the case of the Company, Xxxx XxxxxXxxxxx Xxxxxx, Xxxx Xxxxxx Xxxxx and Xxxxx XxxxxXxxx Xxxxxx, and (b) in the case of TuataraParent, Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx, Xxx Xxxxxx, and Xxxxxx XxxxxxxXxxxxxxxx.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, knowledge (after reasonable inquiry, due inquiry of direct reports) of (a) in the case of the Company, Xxxx XxxxxXxx Xxxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxxxx, Xxxx Xxxxxx and Xxxx, Xxxxx XxxxxXxxxxxxx, Xxxxx X’Xxxxxx, Xxxxx Exon, and Xxxxxxx Xxxx, (b) in the case of TuataraSeller and Lakestar, Xxxxxx Xxxxxxx the individuals listed on Schedule 1.3, and Xxxxxx (c) in the case of Purchaser, Xxxx Xxxxxxx, Xxxxx Xxx and Xxxx XxXxxxxxx.
Appears in 1 contract
Knowledge. As used herein, the phrase “"to the knowledge” of any Person " shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Xxxx XxxxxXxx Xxxxxxxxx, Xxxx Xxxxxx Xxx Xxxxx and Xxxxx XxxxxXxxxxxxxx Xxxxxxxx and, and (b) in the case of TuataraAcquiror, Xxxxxx Xxxx X. Xxxxxxx and Xxxxxx XxxxxxxX. Xxxxx and, in each case, after reasonable inquiry.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, and such knowledge as they would have obtained after reasonable inquiry, of of, (a) in the case of the Company, Xxxx Xxxxx Xxxxx, Xxxx Xxxxxx and Xxxxxxxxx or Xxxxx XxxxxXxxxxxxxx, and (b) in the case of TuataraSPAC, Xxxxxx Xxxx Xxxxxx, Xxxxxxx and Xxxxxx XxxxxxxXxxxxx, or Xxxxx Xxxx.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Xxxx XxxxxCxxxx Xxx, Xxxx Xxxxxx and Xxxxx XxxxxPxxxx Xx, and (b) Vxxxx Xxxx, and, in the case of TuataraAcquiror, Xxxxxx Xxxxxxx Jxxxxxx Xx, Wxxxxxxx Xxxx, and Xxxxxx XxxxxxxLxxx Xxx, and in each case, the knowledge that such person listed herein would have after reasonable inquiry.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after following reasonable inquiryinquiry of such Person’s direct reports, of (a) of, in the case of the Company, Xxxx XxxxxXxxxx Xxxxxx, Xxxxx X. Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx, Xxxxx XxxxxXxxxxxxx, and (b) in the case of TuataraXxxx Xxxx, Xxxxxx Xxxxxxx Xxxxxxxxxxx and Xxxxxx XxxxxxxXxxxx.
Appears in 1 contract
Samples: Merger Agreement (Conyers Park II Acquisition Corp.)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledgeknowledge of, after reasonable inquiry, of (a) in the case of the Company, Xxxx Xxxxx, Xxxx Xxxxxx Xxx Xxxxxxxx and Xxxxx XxxxxXxxxxxxxx, and (b) and, in the case of TuataraAcquiror, Xxxxxx Xxxxxxx Xxxx Xxx and Xxxxxx XxxxxxxDyson Xxxxxx.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiryinquiry of direct reports, of (a) of, in the case of the Company, Xxxx Xxxxx, Xxxx Xxxxx Xxxxxx and Xxxxx XxxxxXxxxxxxxx Xxx, and (b) and, in the case of TuataraAcquiror, Xxxxxx Xxxxxxx X. Xxxxx and Xxxxxx Xxx Xxxxxxx.
Appears in 1 contract
Samples: Merger Agreement (American Battery Materials, Inc.)
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiry, of (a) in the case of the Company, Xxxx XxxxxXxxxxx Senderos, Xxxx Xxxxx Xxxxxx and Xxxxx XxxxxXxx Xxxxxxxxx, and (b) in the case of TuataraLIVK, Xxxxxx Xxxx Xxxxx and Xxxxxxx and Xxxxxx XxxxxxxXxxxxx.
Appears in 1 contract
Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiryinquiry of direct reports, of (a) of, in the case of the Company, Xxxx XxxxxMxxxxxx Xxxxxxxxx, Xxxx Xxxxxx and Xxxxx XxxxxAK Sxxxxx, and (b) Lxxxxx Xxxx, Lxxxxx Xxxxxxx, Xx. or Cxxxxxxx Xxxx, and, in the case of TuataraAcquiror, Xxxxxx Pxxxxx Xxxxxx, Rxxxxx Xxxxxxx and Xxxxxx Xxxxxxxor Jxxxx Xxxxxxxxx.
Appears in 1 contract