Examples of Acquiror Parent in a sentence
Since the Applicable Date and as of the Execution Date, no executive officer of Acquiror Parent has failed in any respect to make the certifications required of him under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002.
Since the Applicable Date, none of the Acquiror Parent, Acquiror or any other Persons acting on their behalf have received any notice or communication from any Person that alleges a potential violation of any Improper Payment Laws, nor have they been involved in any internal investigation involving any allegations relating to potential violation of any Improper Payment Laws, nor have they received a request for information from any Governmental Body regarding Improper Payment Laws.
This Agreement shall be binding upon and inure solely to the benefit of (a) the Parties and their successors and permitted assigns, (b) the Acquiror Parent Indemnitees (solely with respect to rights to indemnification pursuant to Article X), (c) the Contributor Party Indemnitees (solely with respect to rights to indemnification pursuant to Article X) and (d) the Company Indemnitees (solely with respect to rights to indemnification pursuant to Section 7.12).
Such Contributor Party acknowledges and agrees that in making its decision to enter into this Agreement and the other Transaction Documents and to consummate the Transactions, it and each other Equity Recipient has relied solely on its own investigation and the express representations and warranties of Acquiror Parent and Acquiror set forth in Article VI and the corresponding representations and warranties set forth in the certificates to be delivered pursuant to Section 8.3(d).
Acquiror Parent and Acquiror shall have delivered or caused to be delivered all of the closing deliveries set forth in Section 2.3(b) and in the other Transaction Documents.
Such Contributor Party and each other Equity Recipient has conducted its own independent investigation, review and analysis of Acquiror Parent and Acquiror and their respective business operations and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Acquiror Parent and Acquiror for such purpose.
Upon the request of any Contributor in connection with that Contributor’s sale pursuant to Rule 144, the Acquiror Parent shall deliver to such Contributor a written statement as to whether it has complied with such requirements.
The managing underwriter or managing underwriters of a Requested Underwritten Offering shall be selected by the initiating Contributor, or if both Contributors are participating, then the Contributor holding a majority of the Registrable Securities participating in such Underwritten Offering, from a list to be supplied by Acquiror Parent, which list shall include at least three nationally recognized investment banking firms.
As of the Execution Date, there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff, and, to the Knowledge of the Acquiror Parent, none of the Acquiror Parent SEC Reports is the subject of ongoing SEC review.
None of Acquiror Parent, Acquiror or any of their respective Affiliates has any Liability to pay any fees or commissions to any broker, finder, or agent with respect of the Transactions for which the Contributor Parties could become liable or obligated.