RSM. The description of, and disclosure with respect to, any RSM Entity contained in the Registration Statement, including any financial statements or schedules that relate primarily to any RSM Entity, (a) comply in all material respects with all applicable requirements of the Securities Act and the Exchange Act and (b) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

RSM. Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the RSM Entities (including any related notes and schedules) included (or incorporated by reference) in the Registration Statement (the “Latest RSM Financial Statements”) has been prepared from, and is in accordance with, the books and records of each RSM Entity, complies in all material respects with applicable accounting requirements and with the SEC’s published rules and regulations, has been prepared in accordance with GAAP (except in the case of unaudited statements, as permitted under Form 10-Q under the Exchange Act) applied on a consistent basis (except as may be indicated in the notes thereto) and fairly presents in all material respects in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the RSM Entities, as of the date thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the RSM Entities, for the periods presented therein (subject to normal year-end adjustments and the absence of financial footnotes in the case of any unaudited interim financial statements).

RSM. No RSM Entity has any material Liability, except (i) those expressly reflected or reserved against on the balance sheet contained in the Latest RSM Financial Statements (the “Latest RSM Balance Sheet”) and (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest RSM Balance Sheet. There are no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) of or affecting any RSM Entity that are not adequately provided for or disclosed on the Latest RSM Balance Sheet or in the notes thereto (if any).

RSM. Definition of RSM: VESTAS is committed to adhering to national legislation and universally recognized standards which includes respect for health and safety, the environment, human rights, labour rights and anti-corruption and anti-bribery. Through a combination of requirements, advice and guidance in the above fields VESTAS seeks to influence and increase awareness of these standards among our supplier’s. We call this initiative ‘Responsible Supplier Management’. The ‘Responsible Supplier Management’ initiative is about integrating health, safety, environmental and human rights and anti-corruption considerations into purchasing decisions with the aim of ensuring that not only VESTAS' production, but the whole product and the preparation thereof, is sustainable in the broadest sense. This means that when selecting and approving new or existing suppliers VESTAS will take reasonable steps that enables us to become aware of, prevent, address and develop suppliers that are facing challenges implementing our requirements. The VESTAS Responsible Supplier Management approach is to work with suppliers to remediate any violation to the requirements set forth below and endeavour to limit exit to circumstances when a supplier is unwilling to remediate or does not have the capability to remediate.

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Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).
Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.
Parent A parent, legal guardian or person in parental relation to the Student.
Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.
Company The term “
The Company (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
Effective Time Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).
Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

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