PRE Disclosure Letter definition

PRE Disclosure Letter shall have the meaning set forth in Section 3.
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Examples of PRE Disclosure Letter in a sentence

  • This Agreement (including the Exhibits and Annexes hereto), the Parent Disclosure Letter, the PRE Disclosure Letter, the Statutory Merger Agreement and the Confidentiality Agreement constitute the entire agreement among the parties and supersede all prior agreements and understandings or representations by or among the parties whether written and oral with respect to the subject matter hereof and thereof.

  • Except as disclosed in ‎Section 3.18(e) of the PRE Disclosure Letter, it is not a party to, and is not otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of a Tax, interest or penalties imposed by Section 409A or 4999 of the Code (or any corresponding provision of state or local Law).

  • Except for Investment Assets held in the ordinary course of business and the capital stock or other equity ownership interests of its Subsidiaries set forth in ‎Section 3.07 of the PRE Disclosure Letter, it does not own, directly or indirectly, any share capital or other equity interest of, or any other securities convertible or exchangeable into or exercisable for share capital or equity interest of, any Person.

  • This Agreement (including the Exhibits and Annexes hereto), the Axis Disclosure Letter, the PRE Disclosure Letter, the Amalgamation Agreement and the Confidentiality Agreement constitute the entire agreement among the parties and supersede all prior agreements and understandings or representations by or among the parties whether written and oral with respect to the subject matter hereof and thereof.

  • Except as set forth in Section 3.33 of the PRE Disclosure Letter, the PRE Disclosure Letter is identical to the PRE Disclosure Letter as delivered in connection with the execution and delivery of (and as defined in) the AXIS Agreement.

  • Except for Investment Assets held in the ordinary course of business and the capital stock or other equity ownership interests of its Subsidiaries set forth in Section 3.7 of the PRE Disclosure Letter, it does not own, directly or indirectly, any share capital or other equity interest of, or any other securities convertible or exchangeable into or exercisable for share capital or equity interest of, any Person.

  • Except as disclosed in Section 3.18(e) of the PRE Disclosure Letter, it is not a party to, and is not otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of a Tax, interest or penalties imposed by Section 409A or 4999 of the Code (or any corresponding provision of state or local Law).

  • Section 3.2(a) of the PRE Disclosure Letter also sets forth a true and complete list of all outstanding Equity Awards outstanding as of the date of this Agreement and the name of each holder thereof and the number of PRE Common Shares for which any such warrant, option, share appreciation right, restricted share, restricted share unit or other equity-related security or award is exercisable for as of the date of this Agreement (without regard to any vesting or other limitations with respect thereof).

Related to PRE 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.

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

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

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

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

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

  • 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 delivered by Buyer to Seller concurrently with the execution and delivery of 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.

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

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

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

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

  • 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.

  • 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.

  • 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;

  • Schedule of Exceptions shall have the meaning set forth in Section 5, and is attached hereto as Exhibit C.

  • 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.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

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

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