Pubco Disclosure Letter definition

Pubco Disclosure Letter means the confidential disclosure letter delivered by Pubco to the Company immediately prior to the execution of this Agreement.
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Pubco Disclosure Letter means the letter dated the date of this Agreement and delivered to Pubco by Pubco concurrently with the execution and delivery of this Agreement.
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Pubco Disclosure Letter has the meaning specified in the introduction to Article VI.
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Examples of Pubco Disclosure Letter in a sentence

  • Except as set forth in Section 5.14(a) of the Pubco Disclosure Letter or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due.

  • Section 5.07 of the Pubco Disclosure Letter sets forth Pubco’s good faith estimate, as of the date hereof, of the Pubco Signing Cash Amount, which estimate is greater than or equal to $33,000,000.

  • Section 5.3 of the Pubco Disclosure Letter sets forth a true and complete list of each Subsidiary of Pubco, including its jurisdiction of incorporation or formation.

  • All such assets and properties, other than assets and properties in which the Pubco has leasehold interests, are free and clear of all Liens other than those set forth in the Pubco Disclosure Letter and except for Liens that, in the aggregate, do not and will not materially interfere with the ability of the Pubco to conduct business as currently conducted.

  • Except as specified in the Pubco Disclosure Letter and Filed Pubco SEC Documents, the Pubco has not granted or agreed to grant to any person any rights (including "piggy-back" registration rights) to have any securities of the Pubco registered with the SEC or any other governmental authority that have not been satisfied.

  • The Pubco Disclosure Letter sets forth a description of all Intellectual Property Rights which are material to the conduct of the business of the Pubco taken as a whole.

  • Section 5.12(a) of the Pubco Disclosure Letter lists all patents, patent applications, registered trademarks, trademark applications, service marks, service xxxx applications, and registered copyrights that are Company Owned Intellectual Property, and material licenses of Intellectual Property owned by any Person granted to the Company (excluding licenses of commercially available Software under standard end-user license agreements) to and under any of the foregoing, in each case owned by Pubco.

  • The Pubco Disclosure Letter sets forth all financial and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Pubco) due after the date hereof.

  • Except as set forth in the Filed Pubco SEC Documents or in the Pubco Disclosure Letter, Pubco has not received any written communication during the past two years from a Governmental Entity that alleges that Pubco is not in compliance in any material respect with any applicable Law.

  • Except as set forth in Section 5.9 of the Pubco Disclosure Letter, there is no Action (or basis therefor) pending by or before any Governmental Entity or, to the Knowledge of Pubco, threatened in writing against or affecting any Pubco Company, its properties or assets, or any present or former officer, director or employee of a Pubco Company, in each case, in such individual’s capacity as such.

Related to Pubco Disclosure Letter

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

  • 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.

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

  • 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.

  • 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.

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

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

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

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

  • 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.

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

  • 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.

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

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

  • 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.

  • 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;

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

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