Parent and Acquisition definition

Parent and Acquisition. Sub shall use reasonable efforts to cause the Offer Documents to comply in all material respects with the Exchange Act and the rules and regulations thereunder. Each of Parent, Acquisition Sub and the Company shall use reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to take all steps necessary to cause the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Acquired Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Acquisition Sub shall provide the Company and its counsel with any comments Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments.
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Parent and Acquisition. Sub shall have fully performed in all material respects each of their covenants set forth in this Agreement; and
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Parent and Acquisition. Sub shall take all necessary steps to cause the Offer Documents (other than the Schedule TO), together with the Schedule 14D-9 (as hereinafter defined), to be disseminated to the holders of Common Stock as soon as practicable following commencement of the Offer. The Offer Documents shall comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the Commission and on the date first published, sent or given to the Company"s stockholders, shall not 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 were made, not misleading, except that no representation is made by Parent or Acquisition Sub with respect to information furnished by the Company for inclusion in the Offer Documents. The information supplied in writing by the Company for inclusion in the Offer Documents and by Parent or Acquisition Sub for inclusion in the Schedule TO (as hereinafter defined) shall not 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 were made, not misleading. Parent, Acquisition Sub and the Company each agrees promptly to amend or supplement any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities laws, and Parent and Acquisition Sub each further agrees to take all steps necessary to cause the Offer Documents, as so amended or supplemented, to be filed with the Commission and disseminated to the holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to the filing thereof with the Commission or the dissemination thereof to the holders of Shares.
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Examples of Parent and Acquisition in a sentence

  • The representations and warranties of Parent and Acquisition Corp.

  • The Company hereby represents and warrants to Parent and Acquisition Corp.

  • All representations, warranties, covenants and agreements of Parent and Acquisition Corp.

  • Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp.

  • There is no fact relating to the Company that the Company has not disclosed to Parent and Acquisition Corp.

  • All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to Parent and Acquisition Corp.

  • This Agreement has been duly executed and delivered by the Parent and Acquisition Corp.

  • The Merger Documents constitute the legal, valid and binding obligations of Parent and Acquisition Corp., and are enforceable against Parent and Acquisition Corp., in accordance with their respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Such presentment for delivery shall be against delivery to Parent and Acquisition Corp.

  • Unless the context otherwise requires, all references in this Article III to “Parent” shall be treated as being a reference to Parent and Acquisition Corp.


More Definitions of Parent and Acquisition

Parent and Acquisition. Sub shall have received confirmation of the termination of the Company's Guarantee of Eastern Bank's loan to the Enon Nominee Trust dated February 8, 2000 and such guarantee shall be of no further force and effect.
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Parent and Acquisition. Sub shall have determined in its sole discretion, exercised in good faith, that the respective observations of Parent and Acquisition Sub made during their review of the schedules to the Agreement disclosed no material information regarding the Company unsatisfactory to the Parent or Acquisition Sub.
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Parent and Acquisition. Sub shall prepare any income tax returns and any other returns or reports as may be required under applicable United States and Canadian tax law, respectively, and the Trustee shall, to the extent necessary, sign such returns, or reports and shall return the same to the Parent or Acquisition Sub, as appropriate, for filing on behalf of the Trust. Parent or Acquisition Sub shall also prepare and file any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded, which the Trustee shall sign and return to Acquisition Sub for filing, and, in connection therewith, the Trustee may obtain the advice and assistance of such experts as the Trustee may consider necessary or advisable.
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Parent and Acquisition. Sub acknowledge that they have set forth below their respective representations, which include that they have performed their legal due diligence in connection with their execution and delivery of this Note and that to their best knowledge, the terms and payments due under this Note are not in violation of any usury statute of the State of New Jersey, and that the Holder is relying upon such representations to accept delivery of this Note, execute and deliver the Asset Purchase Agreement and other documents, all dated the date hereof and pursuant to which the Holder is selling his entire business to the Parent and Acquisition Sub, and that any subsequent sending of the Usury Notice and subsequent court action by the Parent and/or the Acquisition Sub that results in the Court concluding that all the payments due and payable under this Note are not in violation of any applicable New Jersey usury statute, would represent breaches of their respective representations set forth herein and would result in serious injury to the Holder, entitling the Holder to liquidated damages. Accordingly, in the event the Usury Notice is sent by the Parent and/or the Acquisition Sub prior to the payment of all sums due under this Note, and the Court in the declaratory judgment action, determines that the aggregate payments due under this Note are not in violation of any New Jersey usury statute, the Parent and Acquisition Sub, jointly and severally, shall pay to the Holder, on demand, in addition to the payments due under this Note, (A) an additional sum equal to the difference between the aggregate and lawful amounts due under this Note as determined by the Court and the Maximum Legal Amount and (B) all of Holder's legal fees, administrative costs and expenses incurred by Holder as a result of Holder's participation in the declaratory judgment action. In the event the Court finds that any amounts due under this Note to be usurious under the laws of the State of New Jersey, then so much of such interest payable under the terms of this Note as shall be deemed to be usurious shall be deducted by the Court from the payments due under this Note and the Parent and Acquisition Sub shall forthwith and immediately pay the reduced legally permissible amount of principal and interest due under this Note to the Holder, no later than five (5) days following such Court decision.
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Related to Parent and Acquisition

  • Land acquisition means the taking of or alienation of land, buildings or other assets thereon for purposes of the Project.

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by the Borrower or its Restricted Subsidiaries.

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).