Offeror Disclosure Letter definition

Offeror Disclosure Letter means the letter from the Offeror to Caza dated the date hereof setting forth the disclosure of certain facts referred to in this Agreement;
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Offeror Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Offeror to Augusta in connection with the execution of this Agreement;
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Offeror Disclosure Letter has the meaning set forth in Article III.
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Examples of Offeror Disclosure Letter in a sentence

  • Except as disclosed in the Offeror Public Record or the Offeror Disclosure Letter, there has not been any material change in the assets, liabilities or obligations (absolute, contingent or otherwise) of the Offeror (on a consolidated basis) from the position set forth in the Offeror Financial Statements prior to the date hereof and there has not been any Material Adverse Change since December 31, 2015.

  • As of the date hereof, options to purchase 4,710,000 Offeror Shares and warrants to purchase 28,513,868 Offeror Shares in aggregate, have been granted and are outstanding, the expiry dates and exercise prices of which are detailed in the Offeror Disclosure Letter.

  • This Section 8.2 and the payment of the Termination Payment and Expense Reimbursement, shall not relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of an intentional or wilful breach of this Agreement, including the intentional or wilful making of a misrepresentation in this Agreement (including the Augusta Disclosure Letter and the Offeror Disclosure Letter).

  • Except as disclosed in Section 3.18 of the Offeror Disclosure Letter, the Offeror and its subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, all personal property that is, individually or in the aggregate, material to the operation of the Offeror’s business as currently conducted, free and clear of any Liens.

  • Other than the subsidiaries and other entities listed on Section 3.3 of the Offeror Disclosure Letter and any interest representing less than 10% of the outstanding shares of a publicly-listed company, neither the Offeror nor any of its subsidiaries own, directly or indirectly, any capital stock of, or other equity, joint venture or voting interests in, any person.

  • In the event of any inconsistency between the statements in the body of this Agreement, the Company Disclosure Letter (other than an exception expressly set forth as such in the Company Disclosure Letter), the Offeror Disclosure Letter (other than an exception expressly set forth as such in the Offeror Disclosure Letter) and the Confidentiality Agreement in respect of the Offer, the statements in the body of this Agreement will control.

  • The inclusion of any item in the Offeror Disclosure Letter shall not be construed as an admission of the materiality of such item.

  • Notwithstanding anything to the contrary in this Agreement, the shares of Company Common Stock set forth on Section 4.07 of the Offeror Disclosure Letter shall not be subject to Sections 1.04, 2.09 or 2.10 of this Agreement.

  • All of the issued and outstanding ownership interests of Offeror are owned, as of the date hereof, by Sponsor, and, at the Effective Time will be, owned by the Persons identified on Section 4.08 of the Offeror Disclosure Letter in accordance with the applicable percentages stated therein.

  • Concurrently with the execution and delivery of this Agreement, the Offeror is delivering to the Fund the Offeror Disclosure Letter required to be delivered pursuant to this Agreement, which is deemed to modify the representations and warranties in respect of the Offeror contained in this Agreement.


More Definitions of Offeror Disclosure Letter

Offeror Disclosure Letter means the letter dated the date of this Agreement from the Offeror to the Company delivered concurrently with this Agreement. Subject to any exceptions contained in the Offeror Disclosure Letter, the Offeror represents and warrants to and in favour of the Company as follows:
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Offeror Disclosure Letter means the letter dated of even date herewith and delivered by Offeror to Corporation in the form accepted by and initialled on behalf of Corporation with respect to certain matters in this Agreement; (ccc)
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Offeror Disclosure Letter has the meaning set forth in Section 4.01.
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Related to Offeror Disclosure Letter

  • Disclosure Letter means that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered by the Seller to the Purchaser in connection with this Agreement.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Purchaser Disclosure Letter means the Purchaser Disclosure Letter attached hereto, dated as of the date hereof, delivered by Purchaser in connection with this Agreement.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Risk Disclosure Statement means the document setting out general information in respect of the risks associated with utilising our financial products;

  • Disclosure Documents is defined in Section 5.3.