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.

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.

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.
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.
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.
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.
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 Escrowed Sponsor Earnout Shares shall be allocated to the Sponsors in accordance with Section 2.8(b) of the Parent Disclosure Statement and in accordance with the terms and conditions of this Section 2.8.
Parent represents and warrants to Shareholder that the following are true and correct as of the date hereof, except as set forth in the disclosure statement delivered by Parent to the Company and Shareholder concurrently herewith (the "Parent Disclosure Statement").
Parent and Sub, jointly and severally represent and warrant to the Company that the statements contained in this Article IV are true and correct, except as set forth in the disclosure statement delivered by Parent to the Company concurrently herewith (the "Parent Disclosure Statement").

More Definitions of Parent Disclosure Statement

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