Parent Disclosure Memorandum definition

Parent Disclosure Memorandum means the written information entitled "Parent Memorandum" delivered prior to the date of this Agreement to Subject Company describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made.
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Parent Disclosure Memorandum means the written information entitled "Akamai Technologies, Inc. Disclosure Memorandum" delivered prior to the date of this Agreement to Company describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made. Information disclosed with respect to one Section shall not be deemed to be disclosed for purposes of any other Section not specifically referenced with respect thereto.
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Parent Disclosure Memorandum means the written information entitled "Akamai Technologies, Inc. Disclosure Memorandum" delivered prior to the date of this Agreement to Company describing the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section and subsection of this Agreement under which such disclosure is being made. Information disclosed with respect to one Section or subsection shall be deemed to be disclosed for purposes of all other Sections or subsections not specifically referenced with respect thereto to the extent that the application of such disclosure to such other Sections or subsections is reasonably apparent from the disclosure contained therein.
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Examples of Parent Disclosure Memorandum in a sentence

  • All material consents, approvals and authorizations of any person other than a Governmental Entity required to be set forth in Section 3.5(b) or Section 4.5(b) or the related sections of the Company Disclosure Memorandum or the Parent Disclosure Memorandum, as applicable, shall have been obtained.

  • Except as set forth in Section 4.1 of the Parent Disclosure Memorandum, none of the Parent or any of its Subsidiaries holds an Equity Interest in any other person.

  • Except as set forth in Section 4.22 of the Parent Disclosure Memorandum, to the knowledge of the Parent, as of the date of this Agreement, no Parent Customer or Parent Supplier intends to terminate or materially reduce its business relationship (or reduce any credit line extended by any Parent Supplier) with the Parent for any reason, including as a result of the consummation of the transactions contemplated hereby.

  • Section 4.18 of the Parent Disclosure Memorandum lists material policies of liability, property, casualty and other forms of insurance, including D&O insurance, owned or held by the Parent and each of its Subsidiaries, copies of which have previously been made available to the Company.

  • The Parent agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Memorandum or as specifically permitted by any other provision of this Agreement, unless the Company shall otherwise agree in writing, the Parent will, and will cause its Subsidiaries to, will conduct its operations only in the ordinary and usual course of business consistent with past practice.

  • Section 4.1 of the Parent Disclosure Memorandum sets forth a true and complete list of all of the Subsidiaries of the Parent and their respective jurisdiction of organization or incorporation.

  • References to this Agreement include references to the Company Disclosure Memorandum and Parent Disclosure Memorandum.

  • Each Section of this Agreement is qualified by the matters set forth in the related Section of the Company Disclosure Memorandum and of the Parent Disclosure Memorandum and by such matters set forth any place else in this Agreement or in the Company Disclosure Memorandum or the Parent Disclosure Memorandum where the applicability of such qualification to the Section of this Agreement is reasonably apparent.

  • Except as set forth in the Parent Disclosure Memorandum, no Parent Employee Plan which is an employee welfare benefit plan under Section 3(1) of ERISA is funded by a trust or is subject to Section 419 or 419A of the Code.

  • The Parent Disclosure Memorandum lists each Subsidiary of Parent.


More Definitions of Parent Disclosure Memorandum

Parent Disclosure Memorandum means the written information entitled “Parent Disclosure Memorandum” delivered with this Agreement to PLMT and attached hereto.
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Parent Disclosure Memorandum has the meaning set forth in the first paragraph of Article III.
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Related to Parent Disclosure Memorandum

  • 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.

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

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

  • 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.

  • 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.

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

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

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

  • 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.

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

  • 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.

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

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

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection 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.

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

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

  • SEC Filings has the meaning set forth in Section 4.6.

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

  • SEC Documents shall have the meaning specified in Section 4.5.

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

  • 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;

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

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