Whereas Clause 1 definition

Whereas Clause 1. C&C" Section 2.01(c)(iii) "Certificate" Section 1.08(a) "Certificate of Merger" Section 1.02 "Closing" Section 7.01 "Closing Date" Section 7.01 "Closing Balance Sheet" Section 2.02(c)(i) "Code" Section 1.08(a) "Commonly Controlled Entity" Section 3.19(c) "Company" Heading Paragraph "Company's Agreements" Section 3.09 "Company Benefit Plans" Section 3.19(c) "Company Common Stock" Whereas Clause 2 "Company Disclosure Schedule" Article III "Company Expense Payments" Section 12.01(b) "Company Stock Options" Whereas Clause 2 "Consideration Per Common Share" Section 2.02(b)(ii) "D&T" Section 2.02(c)(ii) "DGCL" Section 1.01 "Effective Time" Section 1.02 "Election Forms" Section 5.06A(b) "Environmental Claims" Section 3.27(f)(i) "Environmental Laws" Section 3.27(f)(ii) "Environmental Permits" Section 3.27(f)(iii) "ERISA" Section 3.19(c) "Escrow Agent" Section 2.02 "Escrow Agreement" Section 2.02 "Escrowed Funds" Section 2.02 "Estimated Closing Balance Sheet" Section 2.01(a)(ii) "Estimated Merger Consideration" Section 2.01(a)(ii) "Excluded Assets" Section 2.01(c) "Excluded Assets Transactions" Section 5.10 "Financial Statements" Section 3.06 "First S Corp. Year" Section 3.18(a) "GAAP" Section 2.01(c)(i) "General Representations" Section 8.01 "Governmental Entity" Section 3.05(a) "Hazardous Materials" Section 3.27(f)(iv) "Holders" Heading Paragraph "Holder Releases" Section 7.02(d) "Holder Representative" Heading Paragraph "IBCL" Section 1.01 "Indemnitee" Section 8.04 "Indemnitor" Section 8.04 "Independent Firm" Section 2.01(c)(iv)
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Whereas Clause 1. Cash Portion" Section 2.01(a)(i) "Cash/Stock Ratio" Section 2.01(a) "Certificate" Section 2.03(a) "Certificate of Designation" Section 2.01(a)(ii)(B) "Certificate of Merger" Section 1.02 "Closing" Section 7.01 "Closing Date" Section 7.01 "Closing Stock Price"
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Whereas Clause 1. Purchased Excluded Assets" Section 5.10 "Real Property" Section 3.10(b) "Real Property Leases" Section 3.10(b) "Release" Section 3.27(f)(v) "S Corp. Dividends" Section 3.08(q) "S Corp. State" Section 3.18(a) "S Corporation" Section 3.18(a) "SEC" Section 5.06 "Section 338(h)(10) Election" Section 5.01A(a) "Section 338(h)(10) Election Forms" Section 5.06A(a) "Securities Act" Section 3.05(a) "Shareholders" Heading Paragraph "Special Representation" Section 8.01 "Surviving Corporation" Section 1.01 "State Tax Adjustment" Section 5.01A(a) "Tax Benefit" Section 2.01(e) "tax return" Section 3.18(i) "taxes" Section 3.18(i) "Taxing Authority" Section 5.05A "Third Party Claim" Section 8.04(b) "Unaudited Statements" Section 3.06
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Examples of Whereas Clause 1 in a sentence

  • The Vessel is duly documented in the name of the Shipowner as owner under the laws of the Republic of Panama with the Permanent Patent Number set forth in Whereas Clause 1 hereof.

  • The Vessel is duly documented in the name of the Shipowner as owner under the laws of The Commonwealth of the Bahamas with the Official Number set forth in Whereas Clause 1 hereof.

Related to Whereas Clause 1

  • Additional Clauses means the additional Clauses specified in paragraph 2.1 of Annex A to this Contract that were requested in the Order by the CUSTOMER and that shall apply to this Contract.

  • Deemer clause means a provision under this title under which upon the

  • Model Clauses means the standard contractual clauses annexed to the EU Commission Decision 2010/87/EU of 5 February 2010 for the transfer of Personal Data to Processors established in third countries under the EU Directives and any amendment, replacement or renewal thereof by the European Commission.

  • Due-on-sale clause means a contract provision which authorizes the lender, at its option, to declare due and payable sums secured by the lender's security instrument if all or any part of the property, or an interest in the property, securing the real property loan is sold or transferred without the lender's prior written consent.

  • EU Model Clauses means the (Standard Contractual Clauses (processors)) or any subsequent version thereof published by the European Commission (which will automatically apply). The Standard Contractual Clauses current as of the effective date of the Agreement are attached hereto as Appendix 4.