Parent Disclosure Statement definition

Parent Disclosure Statement. The disclosure statement, dated the date of this Agreement, delivered by Parent to the Company.
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Parent Disclosure Statement means the Parent Disclosure Statement dated as of the date hereof and delivered by Parent herewith.
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Parent Disclosure Statement means the disclosure statement of Parent dated the date hereof and delivered pursuant to Section 4 hereof. As used in this Agreement, any reference to any event, change or effect having an "Parent Material Adverse Effect" shall mean that such event, change or effect is, individually or in the aggregate, materially adverse to the business, operations, prospects, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of Parent and its Subsidiaries taken as a whole or the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement; provided, however that Parent Material Adverse Effect shall not be deemed to include the impact of (a) any change in GAAP, (b) acts or omissions of Parent made with the prior written consent of the Company, (c) any change in general economic conditions or the industry in which Parent is engaged in business, (d) the effect of the transactions contemplated hereby or compliance by Parent with the provisions of this Agreement on the business, financial condition or results of operations of Parent, or (e) any changes or effects resulting from the announcement of the transactions contemplated hereby.
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Examples of Parent Disclosure Statement in a sentence

  • There are no representations, warranties or covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement (including the Company Disclosure Statement and the Parent Disclosure Statement) and any writings expressly required hereby.

  • The Parent Disclosure Statement shall be arranged in schedules corresponding to the numbered and lettered Sections of this Article IV, and the disclosure in any schedule of the Parent Disclosure Statement shall qualify only the corresponding Section of this Article IV.

  • Except as otherwise provided herein, this Agreement (together with the Company Disclosure Statement, the Parent Disclosure Statement and the Confidentiality Agreement and the other agreements expressly contemplated hereby) and Annex A to this Agreement embody the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

  • The Company acknowledges that neither Parent, its officers, directors or stockholders, nor any Person has made any representation or warranty, express or implied, of any kind, including without limitation any representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company and any of its representatives, in each case except as expressly set forth in Article V (as modified by the Parent Disclosure Statement).

  • The rules of construction specified in Section 9.14 hereof shall apply to this Agreement, the Exhibits and Schedules to this Agreement, the Parent Disclosure Statement and the Company Disclosure Statement.

  • Capitalized terms used in this Agreement, the Exhibits and Schedules to this Agreement, the Parent Disclosure Statement and the Company Disclosure Statement shall have the meanings specified in Exhibit A.

  • Any matter disclosed on any section of the Company Disclosure Statement or Parent Disclosure Statement shall be deemed to be disclosed with respect to any other section of such document, and with respect to any representation, warranty or covenant in this Agreement or the Transaction Documents, to which the applicability of such matter is reasonably apparent based on the information contained in such disclosure statement.

  • All exceptions noted in the Parent Disclosure Statement shall be numbered to correspond to the applicable section to which such exception refers.

  • Except as set forth in Schedule 5.7(b) of the Parent Disclosure Statement and in the Parent SEC Reports, Parent is not a party to or bound by any agreement, instrument, arrangement, contract, obligation, commitment or understanding of any character whether written or oral, expressed or implied, relating to the sale or issuance in the future of any shares of capital stock of the Company.

  • Neither the Parent nor any of its Subsidiaries shall (i) enter into, modify in any material respect, amend in any material respect or terminate (A) any agreement set forth in SECTION 6.10(A), (B) or (C) of the Parent Disclosure Statement or (B) any agreement having a term longer than one year and having a value greater than $2.5 million per year, in each case other than agreements with suppliers consistent with past practice, or (ii) waive, release or assign any material rights or claims.


More Definitions of Parent Disclosure Statement

Parent Disclosure Statement means the statement delivered by Parent to Company concurrently with the execution of this Agreement.
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Related to Parent Disclosure Statement

  • Disclosure Statement means the related disclosure statement with respect to the Plan.

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

  • Disclosure Statement Order means the order entered by the Bankruptcy Court (a) approving the Disclosure Statement as containing adequate information required under section 1125 of the Bankruptcy Code, and (b) authorizing the use of the Disclosure Statement for soliciting votes on the Plan.

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Parent Disclosure Schedule means the Parent Disclosure Schedule delivered to the Company 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.

  • Buyer Disclosure Schedules means the disclosure schedules of the Buyer, dated as of the date hereof, accompanying this Agreement.

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

  • Purchaser Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Purchaser to the Company with this Agreement.

  • 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.

  • Company Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with this Agreement.

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

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

  • Parent Reports has the meaning set forth in Section 4.5(a).

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

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

  • Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.

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

  • Company Proxy Statement has the meaning set forth in Section 3.5.

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

  • Company SEC Documents shall have the meaning set forth in Section 4.7(a).

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

  • Public statement means a statement made in the ordinary course of business of the public body with the intent that all other members of the public body receive it.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

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

  • Parent SEC Documents has the meaning set forth in Section 4.6(a).