By Parent definition

By Parent s acceptance of this letter, Parent agrees with the undersigned that, if the undersigned receives any Parent Securities in the Merger: (i) for so long as and to the extent necessary to permit the undersigned to sell such Parent Securities pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Act, Parent shall take all such actions as may be reasonably available to it to file, on a timely basis, all reports and data required to be filed with the SEC by it pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended, and furnish to the undersigned upon request a written statement as to whether Parent has complied with such reporting requirements during the 12 months preceding any proposed sale of Parent Securities by the undersigned under Rule 145, and Parent shall otherwise take all such actions as may be reasonably available to it to permit such sales pursuant to Rule 145 and Rule 144.
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Examples of By Parent in a sentence

  • By Parent, by written notice (a “Termination Notice”) to Buyer at any time after the Option Expiration Date, if (I) the Closing has not occurred on or prior to the date upon which such Termination Notice is given, and (II) there is no condition to closing set forth in Article VIII that both (x) has not been either satisfied or waived by Seller and (y) the absence of satisfaction of which has been caused solely by a breach by Seller and/or Parent of its or his obligations under this Agreement.

  • By Parent or the Company, if (i) the Requisite Company Vote is not obtained upon a vote at a duly held meeting to obtain the Requisite Company Vote, or (ii) the Parent Requisite Vote is not obtained upon a vote at a duly held meeting to obtain the Parent Requisite Vote.

  • By Parent, by written notice (a "Termination Notice") to Buyer at any time after the Option Expiration Date, if (I) the Closing has not occurred on or prior to the date upon which such Termination Notice is given, and (II) there is no condition to closing set forth in Article VIII that both (x) has not been either satisfied or waived by Seller and (y) the absence of satisfaction of which has been caused solely by a breach by Seller and/or Parent of its or his obligations under this Agreement.

  • By Parent, upon a breach of any representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case such that the conditions set forth in Section 7.2.A., B.

  • Section 7.1.7 By Parent, prior to the purchase of Shares pursuant to the Offer, if the Minimum Condition shall not have been satisfied by the Expiration Date of the Offer and on or prior to such Expiration Date the Company shall have received an Acquisition Proposal.

  • By Parent and Skyline or JCB, if (i) the approval of any Regulatory Authority or Governmental Authority required for consummation of the Merger and the other transactions contemplated by this Agreement shall have been denied by final non-appealable action of such Regulatory Authority or Governmental Authority or (ii) any shareholder approval required by Section 7.01(a) herein is not obtained at the JCB Meeting (or any adjournment thereof).

  • Section 7.1.7 By Parent, prior to the purchase of Shares pursuant to the Offer, if the Minimum Condition shall not have been satisfied by the Expiration Date of the Offer and on or prior to such Expiration Date the Company shall have received an Acquisition Proposal (other than from Parent or the Purchaser).

  • By Parent or the Company, if the approval of any Governmental Authority required for consummation of the Merger and the other transactions contemplated by this Agreement shall have been denied by final nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested the permanent withdrawal of any application therefor, or any such approval shall be made subject to any condition or restriction described in the proviso to Section 7.01(b).

  • By the Shareholder Group in Favor of the Buyer Group 37 (b) By the Shareholders in Favor of the Buyer Group 38 (c) By Parent, Buyer and Acquisition Sub in Favor of the Shareholders..................................

  • By Parent, if the Environmental Limit is exceeded as provided under Section 5.17(d).

Related to By Parent

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Merger Sub has the meaning set forth in the Preamble.

  • Acquiror has the meaning specified in the Preamble hereto.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.