Schedule 23A definition
Examples of Schedule 23A in a sentence
Except as set forth in Schedule 2.3A, there are no outstanding warrants, options or other rights to purchase or acquire from the Company, or exchangeable for or convertible into, any shares of capital stock of the Company.
Except as set forth in Schedule 2.3A or as provided in the Second Restated Stockholders Agreement dated September 30, 1996 between the Company and certain of its shareholders and the Right of First Refusal and Co-Sale Rights Agreement or as imposed by applicable securities laws, there are no restrictions on the transfer or voting of any shares of the Company’s capital stock.
Except as provided herein or as set forth in Schedule 2.3A attached hereto, there are no preemptive rights with respect to the issuance or sale by the Company of the Shares or the Conversion Shares.
Except as set forth in Schedule 2.3A or as provided in the Stockholders Agreement and the Right of First Refusal and Co-Sale Rights Agreement or as imposed by applicable securities laws, there are no restrictions on the transfer or voting of any shares of the Company’s capital stock.
Except as set forth in Schedule 2.3A, there are no outstanding warrants, options or other rights to purchase or subscribe for or acquire from the Company, or exchangeable for or convertible into, any shares of capital stock or any call, commitment or claim relating to capital stock, or stock appreciation, phantom stock, profit participation or similar rights.
Schedule 2.3B shall be prepared based upon and using the methodologies contained in Schedule 2.3A attached hereto, with such adjustments thereto as the Purchaser and Seller Parent may agree.
Except as provided herein or as set forth in Schedule 2.3A attached hereto, there are no preemptive rights with respect to the issuance or sale by the Company of the Series H Notes, the Note Shares upon conversion thereof or the Conversion Shares.
Alternatively, if and to the extent the damage event set forth in Schedule 23A results in damages to the Company that exceeds the accruals made in the 2011 Financial Statements to account for such damage event (the “Excess Damages”) and such damages are incurred no later than the 2012 Financial Statement Date, the Retained Profits shall be recalculated as if an additional accrual had been made equal to such Excess Damages.
For the avoidance of doubt, this clause does not constitute an obligation of either Party or of the Company to establish accruals in the 2011 Financial Statements for the damage event set forth in Schedule 23A.
Schedule 2.3 of the Agreement is hereby amended to delete therefrom the agreements identified on Supplemental Schedule 2.3(A) hereto.