Bring-Down Comfort Letter definition

Bring-Down Comfort Letter shall have the meaning assigned to such term in Section 6.17.
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Bring-Down Comfort Letter has the meaning set forth in Subsection 5.1(o)(iv);
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Bring-Down Comfort Letter shall have the meaning assigned to such term in Section 7.3(x).
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Examples of Bring-Down Comfort Letter in a sentence

  • No Stop Order, No Objection From NASD 16 No Material Adverse Change 17 Opinion of Counsel for the Company 17 Opinion of Counsel for the Underwriters 17 Officers' Certificate 17 Bring-Down Comfort Letter 18 Combination Closings 18 Combination Agreements 18 Lock-Up Agreement from Certain Stockholders of the Company 19 Termination of Profit Sharing Agreements 19 Additional Documents 19 Section 6.


More Definitions of Bring-Down Comfort Letter

Bring-Down Comfort Letter. With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Remarketing Agents at the Applicable Time (the “initial letter”), the Company shall have furnished to the Remarketing Agents a letter (the “bring-down letter”) of such accountants, addressed to the Remarketing Agents and dated the Remarketing Settlement Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three business days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter.
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Bring-Down Comfort Letter means a letter from Xxxxxxxx & Xxxxxxx LLP or another independent public accounting firm, in form and substance satisfactory to IFG, addressed to IFG and the Board of Directors of the Company and dated as of the applicable Draw Down Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of
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Bring-Down Comfort Letter means a letter from Ernst & Young LLP ("E&Y") or another "Big Five" independent public accounting firm, in form and substance satisfactory to the Buyer, addressed to Buyer and the Board of Directors of the Company and dated as of the applicable Draw Down Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the SEC, (ii) stating, as of the applicable Draw Down Date, the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) updating the Comfort Letter with any information which would have been included in such Comfort Letter had it been given on such Draw Down Date.
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Bring-Down Comfort Letter means a letter from Xxxxxxxx & Xxxxxxx LLP or another independent public accounting firm, in form and substance satisfactory to IFG, addressed to IFG and the Board of Directors of the Company and dated as of the applicable Draw Down Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the SEC, (ii) stating, as of the applicable Draw Down Date, the conclusions and findings of such firm with respect to the financial information and other matters covered by the Comfort Letter and (iii) updating the Comfort Letter with any information which would have been included in such Comfort Letter had it been given on such Draw Down Date.
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Bring-Down Comfort Letter shall have the meaning assigned to such term in Section 7.3(x). “Bring Down Opinion” shall have the meaning assigned to such term in Section 6.15. “Broker-Dealer” shall have the meaning assigned to such term in Section 6.13. “Closing” shall have the meaning assigned to such term in Section 2.2. “Closing Date” shall have the meaning assigned to such term in Section 2.2. “Closing Sale Price” means, for the Ordinary Shares as of any date, the last closing trade price for the Ordinary Shares on the Trading Market (or if the Ordinary Shares are then traded on an Eligible Market, on such Eligible Market), as reported by Bloomberg, or, if the Trading Market (or such Eligible Market, as applicable) begins to operate on an extended hours basis and does not designate the closing trade price for the Ordinary Shares, then the last trade price for the Ordinary Shares prior to 4:00 p.m., New York City time, as reported by Bloomberg, or, if the foregoing do not apply, the last trade price for the Ordinary Shares in the over-the-counter market on the
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Related to Bring-Down Comfort Letter

  • Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;

  • Company Counsel means Ellenoff Gxxxxxxx & Schole LLP, with offices located at 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000.

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2.02(e).

  • comfort letters signed by the Company's independent public accountants who have examined and reported on the Company's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants' "comfort" letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such opinion or "comfort" letters to the underwriters in an underwritten public offering of securities;

  • Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e)(iii).

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Company U.S. Counsel means Hxxxxx and Bxxxx, LLP, with offices located at 30 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • Defendants’ Counsel means Xxxxxxxx & Xxxxxxxx LLP, Xxxxxxxx Xxxx & Xxxxx LLP, Xxxxxxx & XxXxxxxx LLP, Xxxxxxx, Xxxxxx & Xxxxx XXX, and Xxxxxxxx & Sterling LLP.

  • Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

  • Private Letter Ruling has the meaning set forth in the recitals.

  • Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.

  • Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

  • Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Issuance Advice Letter means the Issuance Advice Letter filed with the CPUC pursuant to the Wildfire Financing Law and the Financing Order with respect to the Recovery Bonds.

  • Bond Counsel means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds satisfactory to the Director.

  • Shelf Take-Down has the meaning set forth in Section 2.02(e).

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • L/C Application means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

  • Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.

  • Placement Agency Agreement means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.