Merger Materials definition

Merger Materials means the Registration Statement, including the prospectus forming a part thereof, the Proxy Statement, and any amendments thereto.
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Merger Materials has the meaning specified in Section 9.02(a)(iii).
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Merger Materials is defined in Section 6.8(b) of this First Amendment.
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Examples of Merger Materials in a sentence

  • Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to: (a) statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Merger Materials; or (b) any projections or forecasts included in the Merger Materials.

  • None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Merger Materials will, at the date mailed to stockholders of Parent or at the time of the Parent Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

  • Other than the Epicor Merger Materials, there are no other agreements or arrangements between Parent, Merger Sub or any of their respective Affiliates, on the one hand, and Epicor or any of its Affiliates, on the other hand, related to the Epicor Offer or the Epicor Merger.

  • Each of the Company and Acquiror shall otherwise reasonably assist and cooperate with the other party in the preparation of the Merger Materials and the resolution of any comments received from the SEC.

  • Each of the Company and Acquiror shall furnish all information concerning such party as the other party may reasonably request in connection with such actions and the preparation of the Merger Materials (as defined below).

  • Each of the Company, Holdings and SPAC shall otherwise reasonably assist and cooperate with the other party in the preparation of the Merger Materials and the resolution of any comments received from the SEC.

  • Each of the Company and SPAC shall otherwise reasonably assist and cooperate with the other party in the preparation of the Merger Materials and the resolution of any comments received from the SEC.

  • On or before the Closing Date, the Geo Shareholders shall surrender the certificates for their Geo Securities to the Company along with fully-executed forms of the Transferee Acknowledgement and Warranty included in the Merger Materials, and the Company shall issue the Exchange Securities to the Geo Shareholders in accordance with the provisions of Sections 2.1(c) and 2.1(d) hereof, subject to the provisions of the Escrow Agreement(s).

  • The Company shall promptly provide additional Company financial information reasonably requested by Xxxxx for inclusion in the Merger Materials and any other filings to be made by Buyer with the SEC, including any financial statements of any business acquired by or to be acquired by the Company required by Article 3.05 or Article 11 of Regulation S-X under the Securities Act (as interpreted by the staff of the SEC).

  • The Geo shareholders shall surrender the certificates for their Geo Shares to USC and Vulcan shall surrender the Vulcan Shares and the Vulcan Warrants to USC, and a completed form of the Transferee's Acknowledgement and Warranty included in the Merger Materials on or before the Closing Date (as defined in the Merger Agreement).


More Definitions of Merger Materials

Merger Materials means the Registration Statement, including the prospectus forming a part thereof and the Consent Solicitation Statement or the Company Proxy Statement, as applicable, and the Parent Proxy Statement, and any amendment thereto.
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Merger Materials shall have the meaning set forth in Section 7.3(b).
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Merger Materials means the Registration Statement and the Proxy Statement.
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Merger Materials has the meaning given to such term in Section 7.02(a).
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Related to Merger Materials

  • Shareholder Materials means the Fund’s prospectus, statement of additional information and any other materials relating to the Fund provided to Fund shareholders by the Fund.

  • Supplier Materials has the meaning set out in clause 8.1(g);

  • Customer Materials any materials, data, information, software, equipment or other resources owned by or licensed to You and made available to Us pursuant to facilitating Your use of the Services, including Customer Data.

  • Company Materials has the meaning specified in Section 6.02.

  • Borrower Materials has the meaning specified in Section 6.02.

  • IP Materials has the meaning given to it in clause E8.1 (Intellectual Property Rights).

  • Information Materials has the meaning given that term in Section 9.6.

  • Study Materials means all the materials and information created for the Study, or required to be submitted to the Sponsor including all data, results, Biological Samples, Case Report Forms (or their equivalent) in whatever form held, conclusions, discoveries, inventions, know-how and the like, whether patentable or not, relating to the Study, which are discovered or developed as a result of the Study, but excluding the Institution’s ordinary patient records.

  • Biological Materials means certain tangible biological materials that are necessary for the effective exercise of the Patent Rights, which materials are described on Exhibit A, as well as tangible materials that are routinely produced through use of the original materials, including, for example, any progeny derived from a cell line, monoclonal antibodies produced by hybridoma cells, DNA or RNA replicated from isolated DNA or RNA, recombinant proteins produced through use of isolated DNA or RNA, and substances routinely purified from a source material included in the original materials (such as recombinant proteins isolated from a cell extract or supernatant by non-proprietary affinity purification methods). These Biological Materials shall be listed on Exhibit A, which will be periodically amended to include any additional Biological Materials that Medical School may furnish to Company.

  • Third Party Materials means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare.

  • Contractor Materials means Materials owned or developed prior to the provision of the Work, or developed by Contractor independently from the provision of the Work and without use of the Court Materials or Confidential Information.

  • Publicity Material means the promotional gifts, catalogues, pamphlets and all and any advertising and publicity material whatsoever which an Exhibitor wishes to display, distribute or use at the Exhibition.

  • Confidential Materials means all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.

  • Service Provider Materials means all works of authorship, products and materials [including, but not limited to, data, diagrams, charts, reports, specifications, studies, inventions, software, software development tools, methodologies, ideas, methods, processes, concepts and techniques] owned by, or licensed to, the Service Provider prior to the Commencement Date or independently developed by the Service Provider outside the scope of this Agreement at no expense to Transnet, and used by the Service Provider in the performance of the Services;

  • Instructional materials means relevant instructional

  • Materials means things of all kinds (other than Plant) to be supplied and incorporated in the Works by the Contractor.

  • Tax Materials shall have the meaning set forth in Section 4.1(a).

  • Evaluation Material shall have the meaning ascribed thereto in Section 6.3(a).

  • Developed Materials means Materials created, made, or developed by Contractor or Subcontractors, either solely or jointly with the Judicial Branch Entities or JBE Contractors, in the course of providing the Work under this Agreement, and all Intellectual Property Rights therein and thereto, including, without limitation, (i) all work-in-process, data or information, (ii) all modifications, enhancements and derivative works made to Contractor Materials, and (iii) all Deliverables; provided, however, that Developed Materials do not include Contractor Materials.

  • Proprietary Materials means any tangible chemical, biological or physical research materials that are furnished by or on behalf of one Party to the other Party in connection with this Agreement, regardless of whether such materials are specifically designated as proprietary by the transferring Party.

  • Construction materials means any tangible personal property that will be