Undisclosed Information definition

Undisclosed Information means information which:
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Undisclosed Information has the meaning set forth in Section 3.29. “Unpaid Pre-Closing Income Tax Amount” means the amount, if any, of income Taxes of the Company and its Subsidiaries described in clause (i) of the definition of “Seller Indemnified Taxes” for the current Pre-Closing Tax Period that are not yet paid (including such Taxes that are accrued but not yet due and payable) as of immediately prior to the Closing and that are not paid by the Company concurrently with the Closing, determined (a) in the case of the pre-closing portion of any Straddle Period, in accordance with Section 5.14(b), (b) except as otherwise provided in this definition, in accordance with the past practices (including reporting positions, elections and accounting methods) of the Company and its Subsidiaries in preparing its Tax Returns, (c) by including as deductions against taxable income in the Pre-Closing Tax Period, all Transaction Deductions to the extent deductible at a “more likely than not” (or higher) level of comfort in such Pre-Closing Tax Period, (d) by taking into account, to the extent applicable, any estimated or other Tax payments for any Pre-Closing Tax Period as a reduction of the liability for Taxes for such period, (e) by excluding any liabilities, accruals or reserves for contingent Taxes or uncertain Tax positions and (f) by excluding any Taxes attributable to any election under Section 338 of the Code made in connection with the Mergers or attributable to actions of the DK Parties, their Affiliates, the Initial Surviving Company, or the Subsequent Surviving Company on the Closing Date after the occurrence of the Initial Effective Time that occur outside the Ordinary Course, other than as explicitly contemplated by this Agreement. “Unvested Company Option” means any Company Option that is outstanding and unexercised immediately prior to the Initial Effective Time that is not a Vested Company Option. “UPE” has the meaning set forth in Section 5.2(a). “Vested Company Option” means any vested and exercisable Company Option that is outstanding and unexercised immediately prior to the Initial Effective Time. For purposes of clarification, for any outstanding award of Company Options that is partially vested immediately prior to the Initial Effective Time, only the vested portion of such award shall be considered a Vested Company Option, and the unvested portion of such award shall be considered an Unvested Company Option. “Willful Breach” means an intentional and willful material br...
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Undisclosed Information means that the Company has not yet disclosed it officially and publicly in the publication or website for information disclosure of listed companies designated by CSRC and selected by the Company.
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Examples of Undisclosed Information in a sentence

  • For the purposes of this Agreement, the term “intellectual property” refers to all categories of intellectual property that are the subject of Articles 6.6 (Trademarks) to 6.11 (Undisclosed Information / Measures Related to Certain Regulated Products).

  • For the purposes of this Agreement, “intellectual property” refers to all categories of intellectual property that are the subject of Articles 6.6 (Trademarks) to 6.11 (Undisclosed Information and Measures Related to Certain Regulated Products).

  • Patents; Layout-Designs (Topographies) of Integrated Circuits and Protection of Undisclosed Information.

  • In the event of a Dispute, if any Undisclosed Information is provided by the Purchaser to the Disputing Shareholders for the purpose of settling such Dispute, such information shall only be provided to the Disputing Shareholders on the condition that the Disputing Shareholders agree to treat such information as confidential and agree not to trade in any securities of the Purchaser until such time that the Undisclosed Information is made public.

  • When selling shares acquired upon the exercise of the stock option, the Grantee shall not violate either Article 188-2 (Prohibition on Use of Undisclosed Information) or Article 188-4 (Prohibition on Unfair Transactions such as Market Manipulation, etc.).

  • When selling shares acquired upon the exercise of the Stock Option, the Grantee shall not violate either Article 188-2 (Prohibition on Use of Undisclosed Information) or Article 188-4 (Prohibition on Unfair Transactions such as Market Manipulation, etc.) of the Securities and Exchange Act.

  • Data Exclusivity versus Undisclosed Information This is the most controversial IPR issue and a serious hindrance to Egypt's eligibility to join an FTA with the U.S. As previously noted in chapter 3, the U.S. criticism of the IPR protection in Egypt centers on this issue.

  • Notwithstanding the Purchaser's obligation to provide the Milestone Updates and, if applicable, a Clarification Response, the Purchaser shall in no manner be obligated to disclose to the Escrow Shareholders in any such document, or otherwise, any undisclosed material information (as such term is commonly defined under applicable securities laws) in respect of the business and affairs of the Purchaser ("Undisclosed Information").

  • For the purposes of this Agreement, intellectual property refers to all categories of intellectual property that are the subject of Articles 6.6 (Trademarks) to 6.11 (Undisclosed Information and Measures Related to Certain Regulated Products).

  • In knowledge of the foregoing, the Buyer willingly agrees to purchase the Shares from the Corporation on the terms agreed to herein notwithstanding that (a) Undisclosed Information may exist; (b) such Undisclosed Information, if it exists, has not been disclosed by the Corporation or any of its affiliates; and (c) if known, Undisclosed Information could have a material effect on the terms of the transactions contemplated hereby.