Mailing Date. 12 material........................................................ 33 material adverse effect......................................... 33
Mailing Date. 4 Merger ........................................ 1
Mailing Date. (a) On or prior to the Mailing Date, MSCMG shall have received the following:
(i) A letter from Xxxxxx & Co., dated the Mailing Date and addressed to MSCMG and the Company, in form and substance satisfactory to MSCMG, to the effect that:
(A) they are independent certified public accountants with respect to the Company and the Company Subsidiaries within the meaning of the Exchange Act and the applicable published rules and regulations thereunder;
(B) in their opinion the consolidated financial statements of the Company and the Company Subsidiaries examined by them and included in the Proxy Statement comply as to form in all material respects with the accounting requirements of the Exchange Act, and of the published rules and regulations issued by the Commission thereunder;
(C) at the request of MSCMG they have carried out procedures to a specified date not more than five business days prior to the Mailing Date, which do not constitute an examination in accordance with generally accepted auditing standards of the consolidated financial statements of the Company and the Company Subsidiaries, as follows: (1) read the unaudited consolidated financial statements, if any, of the Company and the Company Subsidiaries included in the Proxy Statement, (2) read the unaudited consolidated financial statements of the Company and the Company Subsidiaries for the period from the date of the most recent financial statements included in the Proxy Statement through the date of the most recent interim financial statements available in the ordinary course of business, (3) read the minutes of the meetings of stockholders and boards of directors of the Company and the Company Subsidiaries from March 31, 1994 to said date not more than five business days prior to the Mailing Date, and (4) made inquiries of certain officers and employees of the Company who have responsibility for financial and accounting matters as to (i) whether the unaudited financial statements, if any, of the Company and the Company Subsidiaries included in the Proxy Statement comply as to form in all material respects with the applicable accounting requirements of the Exchange Act, and the published rules and regulations issued by the Commission thereunder; (ii) whether said financial statements are fairly presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements; and (iii) whether there has been any change ...
Mailing Date. The Mailing Date shall occur not later than August 31, 2010, provided the failure to mail by such date is not caused by a material breach of Storm’s or ExploreCo’s covenants under this Agreement;
Mailing Date. On or prior to the date the Offer Documents are to be ------------ mailed to the Alliance Stockholders (the "Mailing Date"), the parties shall deliver the following documents at the offices of Jenkens & Xxxxxxxxx, P.C., 0000 Xxxx Xxxxxx, Suite 3200, Dallas, Texas at 10:00 a.m., local time.
(a) AROC shall deliver to Alliance the following:
(1) A copy of the charters of each of the AROC Entities certified as of a date within ten days of the Mailing Date by the Secretary of State of the state of incorporation of each of the respective entities and certified by the respective corporate secretary as to the absence of any amendments between the date of certification by the respective Secretary of State and the Mailing Date;
(2) A certificate from the appropriate governmental officials of the state of incorporation as to the existence and good standing of each of the AROC Entities and the payment of Taxes by each of the AROC Entities as of a date within ten days of the Mailing Date, and, if available, a telecopy from such officials as to the same matters dated the business day before the Mailing Date;
(3) A certificate of the corporate secretary of each of the AROC Entities attaching thereto a true and correct copy of the bylaws of the respective entity;
(4) A certificate of the corporate secretary of AROC attaching copies of the resolutions of the board of directors approving the Offer;
(5) All correspondence of AROC with the Commission relating to the filing of the documents referred to in Section 2.1; -----------
(6) The certificate of an officer of AROC referred to in Section 8(c); ------------
(7) The opinion of AROC's counsel referred to in Section 8(e); ------------
(8) All consents or approvals of any third party that are required to be identified pursuant to Section 4.4; and -----------
(9) Such other documents as are required pursuant to this Agreement or as may reasonably be requested from AROC by Alliance or its counsel.
(b) Alliance shall deliver to AROC the following:
(1) a copy of the Memorandum and Articles of Association (and all amendments thereto, if any) of Alliance and each of Alliance's U.K. Subsidiaries certified by the corporate secretary as to the absence of any amendments as of the Mailing Date;
(2) a copy of the charters of each of Alliance's U.S. Subsidiaries certified as of a date within ten days of the Mailing Date by the appropriate governmental officials of the jurisdiction of organization of each of the respective entities and cer...
Mailing Date. 1.5(a) Merger....................................................................1.1(a) Merger Consideration......................................................1.4(a) Merger Subsidiary.......................................................
Mailing Date. The Mailing Date shall occur not later than January 22, 2008.
Mailing Date. 5.11.2 MATERIAL ADVERSE EFFECT ..............................................4.1.2 v 7
Mailing Date. The Mailing Date shall occur not later than November 30, 2005.
Mailing Date. 3.2(b) Merger Consideration ................................................ 3.1(a) Merger ..............................................................
