USSC Disclosure Schedule definition

USSC Disclosure Schedule means the schedules delivered to IMNT by or on behalf of USSC, containing all lists, descriptions, exceptions and other information and materials as are required to be included therein in connection with the representations and warranties made by USSC in Article 2 or otherwise. "USSC Financials" means the Audited Financial Statements and the Interim Financial Statements. "USSC Intellectual Property" shall mean any Intellectual Property that (a) is owned by; (b) is licensed to; (c) was developed or created by or for USSC or (d) is used in or necessary for the conduct of the business of USSC as currently or heretofore conducted, including any Intellectual Property created by any of USSC's founders, employees, independent contractors or consultants for or on behalf of USSC. "USSC Option(s)" means any Option to purchase USSC Common Stock, excluding USSC Preferred Stock and USSC Warrants. "USSC Preferred Stock" has the meaning set forth in Section 2.3(a). "USSC Registered Intellectual Property" means all Registered Intellectual Property owned by, filed in the name of, assigned to or applied for by, USSC. "USSC Restricted Stock" means shares of USSC Common Stock purchased pursuant to an exercise of a USSC Stock Purchase Right which are subject to a repurchase option by USSC. "USSC Series A Preferred Stock" has the meaning set forth in Section 2.3(a). "USSC Series B Preferred Stock" has the meaning set forth in Section 2.3(a). "USSC Stock Option Plan" has the meaning set forth in Section 1.6(c)(ii). "USSC Stock Purchase Right" means a right to purchase USSC Restricted Stock granted pursuant to the USSC Stock Option Plan or otherwise. "USSC Stockholder Action" has the meaning set forth in Section 2.33.
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USSC Disclosure Schedule means the schedules delivered to IMNT by or on behalf of USSC, containing all lists, descriptions, exceptions and other information and materials as are required to be included therein in connection with the representations and warranties made by USSC in Article 2 or otherwise.
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Examples of USSC Disclosure Schedule in a sentence

  • Except as set forth in Section 2.3(a) of the USSC Disclosure Schedule, no shares of USSC Common Stock or USSC Preferred Stock are held in treasury or are authorized or reserved for issuance.

  • Except as set forth in Section 2.3(d) of the USSC Disclosure Schedule, there are no outstanding USSC Options, USSC Warrants, USSC Stock Purchase Rights, Restricted Stock Purchase Agreements or shares of USSC Restricted Stock or agreements, arrangements or understandings to which USSC is a party (written or oral) to issue Options with respect to USSC.

  • Section 2.1 of the USSC Disclosure Schedule sets forth each jurisdiction where USSC is so qualified, licensed or admitted to do business and separately lists each other jurisdiction in which USSC owns, uses, licenses or leases its Assets and Properties, or conducts business or has employees or engages independent contractors.

  • Except as disclosed in Section 2.3(b) of the USSC Disclosure Schedule, there are no other shares of USSC Common Stock issued and outstanding.

  • The names of each director and officer of USSC on the date hereof, and his or her position with USSC, are listed in Section 2.5 of the USSC Disclosure Schedule.

  • Except as disclosed in the notes to the USSC Financials or in Section 2.25 of the USSC Disclosure Schedule, all items included in the inventory of USSC are the property of USSC, free and clear of any Lien, have not been pledged as collateral, are not held by USSC on consignment from others and conform in all material respects to all standards applicable to such inventory or its use or sale imposed by Governmental or Regulatory Authorities.

  • The insurance policies listed in Section 2.19(a) of the USSC Disclosure Schedule, (i) considering the business, location, operations and Assets and Properties of USSC, are in amounts and have coverages that are reasonable and customary for Persons engaged in similar businesses and operations and having similar Assets and Properties and (ii) are in amounts and have coverages as required by any Contract to which USSC is a party or by which any of the Assets and Properties of USSC is obligated.

  • The insurance provided by the policies set forth in Section 2.19(a) of the USSC Disclosure Schedule will not terminate or lapse by reason of any of the transactions contemplated by this Agreement.

  • IMNT shall have been furnished with evidence satisfactory to it that USSC has obtained the consents, approvals and waivers listed (or required to be listed) in Section 2.6 of the USSC Disclosure Schedule (except for such consents, approvals and waivers the absence of which, in the aggregate, could not reasonably be expected to have a material adverse effect on USSC ) and that all such consents, approvals and waivers are in full force and effect.

  • Except as disclosed in Section 2.16 of the USSC Disclosure Schedule, all such tangible personal property (including plant, property and equipment) is free and clear of all Liens and is adequate and suitable in all material respects for the conduct by USSC of its business as currently conducted and is in good working order and condition in all material respects, ordinary wear and tear excepted, and its use complies in all material respects with all applicable Laws.