Acquiror Schedules definition
Examples of Acquiror Schedules in a sentence
The Acquiror Schedules set forth each -------------------------- plan or agreement pursuant to which any material amounts may become payable (whether currently or in the future) to current or former officers and directors of Acquiror as a result of or in connection with the Merger.
The Acquiror Schedules list all material consents, waivers and approvals under any of Acquiror's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby.
The Acquiror Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror is a party and each amendment thereto.
Set forth on the Acquiror Schedules is ---------------------------- a list of those persons who, in Acquiror's reasonable judgment, may be deemed to be affiliates of Acquiror within the meaning of Rule 145 promulgated under the Securities Act (each an "ACQUIROR AFFILIATE").
Except as set forth on the Acquiror Schedules to the Merger Agreement, no agent, broker, investment banker, finder or other intermediary is or shall be entitled to any fee or commission or reimbursement of expenses from Acquiror, Merger Sub or the Company or any of their respective Affiliates in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Sponsor or any of its Affiliates (other than Acquiror and Merger Sub).
The information concerning Acquiror set forth in this Agreement and in the Acquiror Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
To the best knowledge of Acquiror it is not involved in any pending litigation, claims, or governmental investigation or proceeding not reflected in such financial statements or otherwise disclosed in the Acquiror Schedules and there are no lawsuits, claims, assessments, investigations, or similar matters, to the best knowledge of management, threatened or contemplated against Acquiror, its management, or properties.
The Company shall reasonably cooperate with Acquiror with respect to the arrangement of any such Additional Financing if the Company has provided its consent (which consent shall deemed to be provided with respect to Acquiror’s entry into any Subscription Agreement with the Persons set forth on Section 7.03(a)(ix) of the Acquiror Schedules) pursuant to the immediately preceding sentance.
For all purposes of this Agreement, the phrase “to Acquiror’s knowledge” and “to the knowledge of Acquiror” and any derivations thereof shall mean as of the applicable date, the actual knowledge (after reasonable inquiry) of the individuals set forth on Section 8.12(b) of the Acquiror Schedules.
Certain information set forth in the Company Schedules or the Acquiror Schedules is included solely for informational purposes.