Telupay Disclosure Schedule means the disclosure schedule dated the Execution Date of this Agreement regarding this Agreement that has been provided by Telupay to I-Level as a necessary condition of I-Level entering into this Agreement; and the details of which Telupay Disclosure Schedule being expressly relied upon by I-Level as a condition of its execution of this Agreement; (bc) "Telupay Dissent Rights" means the rights of any Telupay Shareholders to dissent pursuant to applicable Jersey, Channel Islands law with respect to the Merger; (bd) "Telupay Financial Statements" means the audited annual financial statements of Telupay for its fiscal year ended March 31, 2012, which are included in the Telupay Disclosure Schedule; (be) "Telupay Meeting" means the special meeting of Telupay Shareholders, including any adjournment thereof, to be called and held for the purpose of considering and approving the Merger; (bf) "Telupay Merger Resolutions" means the consent resolutions of the Board of Directors of Telupay to ratify this Agreement and to approve the Merger and to be substantially in the form and content of Schedule A annexed hereto; (bg) "Telupay Options" means those outstanding options to acquire shares of common stock of Telupay as set out in Section 4.1(b)(i) of the Telupay Disclosure Schedule; (bh) "Telupay Shares" means the shares of issued and outstanding common stock in the capital of Telupay as constituted on the Execution Date; (bi) "Telupay Shareholder Merger Resolutions" means the resolutions of the Shareholders of Telupay to ratify this Agreement and to approve the Merger and to be substantially in the form and content of Schedule B annexed hereto; (bj) "Telupay Shareholders" means holders of record of Telupay Shares, and in the singular means any holder of record of Telupay Shares; (bk) "Telupay Warrants" means those outstanding warrants to acquire shares of common stock of Telupay as set out in Section 4.1(b)(i) of the Telupay Disclosure Schedule; (bl) "Telupay's Lawyers" means Collas Crill, of 40 Don Street, St. Helier, Jersey, Channel Islands, JE1 4XD; (bm) "Termination Date" means March 31, 2013, or such later date as may be mutually agreed by the Parties to this Agreement; and (bn) "this Agreement", "hereto", "hereunder", "hereof", "herein", "hereby" and similar expressions mean or refer to this Merger Agreement and any agreement, deed or instrument supplemental or ancillary hereto, and the expressions "article", "section", "subsection", "paragraph", "subparagraph", "clause" and "subclause" followed by a number mean the specified article, section, subsection, paragraph, subparagraph, clause or subclause of this Agreement. Interpretation Not Affected by Headings, etc.
Examples of Telupay Disclosure Schedule in a sentence
Section 4.1(k) of the Telupay Disclosure Schedule is a true and complete list showing the name of each bank, trust company or similar institution in which Telupay has accounts or safety deposit boxes, the identification numbers of each such account or safety deposit box, the names of all persons authorized to draw therefrom or to have access thereto and the number of signatories required on each account.
Except as set forth in the Telupay Disclosure Schedule, Telupay has complied with and is not in violation of any applicable Laws, orders, judgments and decrees other than non-compliance or violations which would not, individually or in the aggregate, have a Material Adverse Effect on Telupay.