Acquirer Entity definition
Examples of Acquirer Entity in a sentence
Each Acquirer Entity shall be entitled to deduct and withhold from any issuances of Acquirer Stock and any other payments pursuant to this Agreement, such amounts as each Acquirer Entity is required to deduct and withhold under the Code or any provision of state, local, provincial or U.S. or non-U.S. Tax law.
No Acquirer Entity has received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that any Acquirer Entity is not in compliance in any material respect with or is in default or violation of in any material respect any applicable Law.
As of the date hereof, no written notice has been received by any Acquirer Entity that would reasonably be expected to be followed by a written notice of cancellation, alteration of coverage or non-renewal of any such insurance policy.
As of the date of this Agreement, there are no material Proceedings pending or, to the Knowledge of Acquirer, threatened, against any Acquirer Entity or to which any Acquirer Entity is otherwise a party or, to the Knowledge of Acquirer, a threatened party.
Blackstone and the Acquirer shall notify the Seller Parties promptly if any event occurs (i) in respect of any Acquirer Entity that would require an affirmative answer to any question under Item 11 of Form BD or, (ii) in respect of any associated person that would require an affirmative answer to any question under Item 14 of Form U4 or Item 7 of Form U5 (in each case regardless of whether such Acquirer Entity or associated person is subject to such form).
Except (x) as set forth in Section 5.10 of the Acquirer Disclosure Letter, (y) for employment and ordinary course benefit arrangements and (z) as is not material to the Argon Business, taken as a whole, no Acquirer Entity is a party to any transaction or Contract with a Blackstone Party, any other member of the board of managers, member, partner, officer or employee of such Acquirer Entity, any of the respective Immediate Family members of any of the foregoing Persons.
No Acquirer Entity or any Subsidiary thereof has engaged in any conduct that would require an affirmative answer to any question under Item 11 of Form BD (regardless of whether such Acquirer Entity is subject to that form).
Each Transaction Document to which an Acquirer Entity is a party constitutes a valid and binding agreement of such Acquirer Entity, enforceable against such Acquirer Entity in accordance with the terms of the applicable agreement, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions.
No Acquirer Entity, nor any material property or asset of any Acquirer Entity is subject to any Order from any Governmental Authority that has or is reasonably expected to have an Acquirer Material Adverse Effect.
The Transaction Documents to which an Acquirer Entity is a party have been duly executed and delivered by such Acquirer Entity.