Presentations In the event the Prime is afforded the opportunity to make presentations, whether orally or in writing, to potential customers concerning the Procurement, the content of such presentations may, at the Prime’s discretion, be made known to the Subcontractor, subject to any prohibitions or restrictions that may be imposed by the Government upon such disclosure. The Subcontractor agrees to support such presentations, as may be requested by the Prime, to the extent such presentations relate to the Subcontractor’s area of work as defined in Exhibit A.
Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.
Basis of Presentation The unaudited pro forma condensed combined financial information has been prepared based upon historical financial information of Merger Sub and Domtar, giving effect to the Merger and related financing transactions and other related adjustments described in these footnotes. This unaudited pro forma condensed combined financial information is not necessarily indicative of the results of operations that would have been achieved had the Merger actually taken place at the dates indicated and does not purport to be indicative of future financial position or operating results. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements of Domtar and the notes thereto, included in the Domtar Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commissionn.. All amounts shown in this section are in U.S. dollars and all historical amounts are also in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by the Parent. The Merger has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Parent’s management has determined that Merger Sub is the “acquirer” for financial accounting purposes. The resulting goodwill and other intangible assets are accounted for under FASB ASC 350 “Intangibles – Goodwill and other”. The total purchase price is allocated to the assets acquired and liabilities assumed based on management’s preliminary estimates of their fair value as at September 30, 2021. Changes are expected as valuations of certain tangible and intangible assets and liabilities are finalized. As a result, actual fair values of assets acquired and liabilities assumed, the goodwill generated as well as related operating results, including actual depreciation and amortization expense, could differ materially from those reflected in the unaudited pro forma condensed combined financial information included herein. If the fair value of the acquired assets is higher than the preliminary values above, it may result in higher amortization and depreciation expense than is presented in these unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined statement of earnings does not reflect operational and administrative cost savings or synergies as a result of the Merger as none are anticipated at this time.
Other Proposals For the avoidance of doubt, nothing in this Agreement shall require Stockholder to vote in any manner with respect to any amendment to the Merger Agreement or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement, in any such case, in a manner that (i) decreases the Exchange Ratio (other than any such decrease in accordance with Section 1.5(b) of the Merger Agreement), decreases the amount of Merger Consideration or changes the form of the Merger Consideration, (ii) imposes any material restrictions or any additional material conditions on the consummation of the Merger or the payment of the Merger Consideration to stockholders or (iii) extends the End Date. Except as expressly set forth in this Section 3, Stockholder shall not be restricted from voting in any manner with respect to any other matters presented or submitted to the stockholders of the Company.
Alternative Proposals Unless otherwise specified in the Data Sheet (DS nos. 5 and 6), alternative proposals shall not be considered. Where the conditions for its acceptance are met, or justifications are clearly established, UNDP reserves the right to award a contract based on an alternative proposal.
Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.
