Stockholder Disclosure Schedule definition

Stockholder Disclosure Schedule means the disclosure schedule of even date herewith delivered by the Stockholders to Buyer in connection with the execution and delivery of this Agreement.
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Stockholder Disclosure Schedule means the Stockholder Disclosure Schedule attached as Exhibit 3 hereto.
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Stockholder Disclosure Schedule means that certain document delivered in connection with this Agreement that sets forth certain additional information regarding the representations and warranties made by Company and Stockholder in this Agreement and that lists the Company Ancillary Agreements and Stockholder Ancillary Agreements.
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Examples of Stockholder Disclosure Schedule in a sentence

  • There are no material off-balance sheet transactions, arrangements, obligations or relationships attributable to the Companies, other than those summarized on Schedule 3.6(b) of the Stockholder Disclosure Schedule.

  • Except as set forth on Company Stockholder Disclosure Schedule 2.6, such Company Stockholder has no obligation for any finder’s, investment banker’s or broker’s fee in connection with the transactions contemplated herein that are not payable entirely by the Company or such Company Stockholder.

  • Excluding insurance policies that have expired and been replaced in the Ordinary Course and insurance policies that will be cancelled in connection with the Transactions, as set forth in Section 3.23 of the Stockholder Disclosure Schedule, no material insurance policy of Stockholder covering the Companies has been cancelled within the last two years and, to Stockholder’s Knowledge, no threat has been made to cancel any insurance policy of Stockholder covering the Companies during such period.

  • Schedule 3.28 of the Stockholder Disclosure Schedule contains a true, correct and complete list of (i) all bank accounts and safe deposit boxes of the Companies and the Business and (ii) Persons authorized to sign or otherwise act with respect thereto and (iii) a complete and correct list of all Persons holding a general or special power of attorney granted by any of the Companies.

  • Schedule 3.27 of the Stockholder Disclosure Schedule contains a true, correct and complete list of all of the directors and officers at the Senior Vice President level (or above) of each of the Companies.

  • Upon delivery of any certificate or certificates duly assigned to the Purchaser by such Company Stockholder, as herein contemplated, the Purchaser will receive good title to all of the shares of Company Common Stock held by such Company Stockholder, free and clear of all Liens except as provided on Company Stockholder Disclosure Schedule 2.1 attached hereto.

  • The Stockholders shall have obtained the consents set forth on Section 3.2 of the Stockholder Disclosure Schedule.

  • Except as set forth in Schedule 2.18(b) of the Stockholder Disclosure Schedule, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any Business Facility currently owned, operated, occupied, controlled or leased by the Company, WW or any Subsidiary or as a consequence of the acts of the Company, WW or any Subsidiary or their respective agents.

  • The disclosure of any matter in the Stockholder Disclosure Schedule with respect to Article III or in the Parent Disclosure Schedule with respect to Article IV shall be deemed to be a disclosure on all other Schedules to Article III or Article IV, respectively, to which such matter may reasonably apply so long as such disclosure is in sufficient detail to enable a reasonable person to identify the other Sections thereof to which such information is responsive.

  • The Company shall take all commercially reasonable steps to establish payroll services with respect to the Applicable Employees listed on Schedule 1.1(c) Part C of the Stockholder Disclosure Schedule as soon as practicable following the date hereof.


More Definitions of Stockholder Disclosure Schedule

Stockholder Disclosure Schedule means the disclosure document delivered by the Stockholders pursuant to the terms of this Agreement and attached hereto as Exhibit H.
Sample 1
Stockholder Disclosure Schedule has the meaning set forth in Section 3 below. “Stockholder Representative” means Xxxxxx X. Xxxxxxxx, who as a result of the due authorization of this Agreement by the Stockholders shall be deemed to have been appointed by the Stockholders for the purpose of acting on behalf of the Stockholders with respect to the transactions contemplated by this Agreement, including without limitation acting as transfer agent for the Antek Instruments Shares, the Antek Industrial Shares, and the Nitec Shares, administering certain portions of the Aggregate Consideration, as adjusted, as set forth in Section 2 below, and making decisions with respect to indemnity claims and amendments to the Agreement or any ancillary agreements. “Stockholders” has the meaning set forth in the preface above. “Subsequent Revenue Interval” has the meaning set forth in Section 2(i)(ii) below. “Subsidiary” means any corporation, limited partnership, limited liability company, or other entity with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock, units or other equity interests or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors, and means specifically, with respect to the Antek Instruments, Antek Instruments GmbH, a corporation organized under the laws of Germany. “Surviving Corporation” has the meaning set forth in Section 2(b) below. “Takeover Proposal” means any written inquiry, proposal or offer from any Person relating to (A) any direct or indirect acquisition or purchase of (i) the assets of the Companies or the German Subsidiary outside of the Ordinary Course of Business, or (ii) any securities of the Companies or the German Subsidiary (other than the transactions contemplated by this Agreement), or (B) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Companies or the German Subsidiary. 8
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Related to Stockholder Disclosure Schedule

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

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • 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.

  • Seller Disclosure Schedule means the disclosure schedule dated, and delivered by Seller to Buyer on, the date of this Agreement. The Sections of the Seller Disclosure Schedule will be numbered to correspond to the applicable Section of this Agreement and, together with all matters under such heading, will be deemed to qualify only that Section unless it is manifestly evident from such disclosure that it qualifies another Section, in which case it will be deemed to qualify such other Section.

  • Buyer Disclosure Schedule means the disclosure schedule of Buyer referred to in, and delivered pursuant to, 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.

  • 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.

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

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company in connection with, and upon the execution of, this Agreement.

  • Company Disclosure Schedule means the disclosure schedule of the Company referred to in, and delivered pursuant to, this Agreement.

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

  • Company Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with this Agreement.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

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

  • Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.

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

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

  • Company Disclosure Documents is defined in Section 3.4(g) of the 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 SEC Documents shall have the meaning set forth in Section 4.7(a).

  • 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).

  • 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 Shareholder Meeting has the meaning set forth in Section 5.2(a).

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.