Knowledge of Shareholders definition

Knowledge of Shareholders means (i) with respect to each of Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, the actual knowledge of such Shareholder together with the actual knowledge of the executive officers of the Companies identified in Schedule 10.2(a) hereto after inquiry of other Personnel of the Companies who would reasonably be expected to have
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Knowledge of Shareholders or "Shareholders' Knowledge" means the actual knowledge of the following persons: Xxxx, Xxxxxxx X. Xxxx, Xx., Xxxx or Xxxxxxx.
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Knowledge of Shareholders means the actual knowledge of the individuals listed in Section 1.4 of the Disclosure Schedule assuming due inquiry reasonable under the circumstances, which shall require inquiry of the operating management of the Company.
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Examples of Knowledge of Shareholders in a sentence

  • To the Knowledge of Shareholders and TST, neither TST nor any of its Subsidiaries has any material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for taxes), except for (i) liabilities set forth on the face of the Most Recent Balance Sheet and (ii) liabilities which have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business.

  • Section of the Disclosure Schedule sets forth each instance in which the Company (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party, or to the Knowledge of Shareholders or the Company, is threatened to be made a party to any claim, action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator.

  • To the Knowledge of Shareholders and TST, the tax returns heretofore filed by TST and its Subsidiaries did not and do not materially understate TST's income or materially overstate expenses.

  • To the Knowledge of Shareholders and the Company, no state of facts exists, and no event has occurred, which could reasonably be expected to form the basis of any present claim against the Company for liability to any third party in connection with vacation packages sold or services rendered by the Company, other than Customer Claims arising in the ordinary course of the Business.

  • No notice or other communication has been received by POP or Animation from any insurance company within the two (2) years preceding the date hereof cancelling or materially amending or materially increasing the annual or other premiums payable under any of its insurance policies and, to the Knowledge of Shareholders, no such cancellation, amendment or increase of premiums is threatened.

  • Except as set forth in SCHEDULE 4.1(h) attached hereto, all such reports and returns were prepared and filed in accordance with Applicable Law and, to the Knowledge of Shareholders, are correct and complete in all material respects and the Corporation has not reported on its income tax returns any positions taken therein that could give rise to a substantial understatement of federal or other income tax.

  • To the Knowledge of Shareholders, the Company has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of the Business as presently conducted.

  • To the Knowledge of Shareholders, there is no contest, claim, or right of set-off, other than returns in the ordinary course of business, under any contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable.

  • Schedule 4.20 sets forth each supplier who has, since January 1, 2007, served notice (written or oral) of its intent to cancel, terminate or modify, or has expressly threatened in writing or, to the Knowledge of Shareholders and any Company, has expressly threatened orally, to cancel, terminate or materially modify, its relationship with any Company.

  • True Digital has not been charged or, to the Knowledge of Shareholders, threatened with, or under investigation with respect to, any material violation of any applicable Law relating to any aspect of the business of True Digital.


More Definitions of Knowledge of Shareholders

Knowledge of Shareholders or "Shareholders' Knowledge" or any other similar knowledge qualification, means the actual and constructive knowledge of Xxxxxxx Xxxxxx or Xxxxx Xxxxxxx after reasonable investigation. For purposes of this definition, "constructive knowledge" means what a person should have known in the ordinary course of performing his services for the Target Company.
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Knowledge of Shareholders means the knowledge of any or all of the Shareholders.
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Knowledge of Shareholders or any similar phrase means, with respect to any fact or matter, the actual knowledge of 7LCPEELP and Shareholders and the directors and executive officers of 7LCPEELP, the Company and the Subsidiaries and any other employee of 7LCPEELP, the Company and the Subsidiaries with a title of Vice-President, General Manager or above, together with such knowledge that such directors, executive officers or other employees could be expected to discover after due investigation concerning the existence of the fact or matter in question.
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Knowledge of Shareholders. (or words of similar import) refers to all those things known by any Shareholder.
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Knowledge of Shareholders means (i) with respect to each of Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, the actual knowledge of such Shareholder together with the actual knowledge of the executive officers of the Companies identified in Schedule 10.2(a) hereto after inquiry of other Personnel of the Companies who would reasonably be expected to have the relevant information, and (ii) with respect to any other Shareholder, his or her actual knowledge solely; and "knowledge of Buyer" shall mean the actual knowledge of the executive officers of Buyer identified in Schedule 10.2(b) hereto after inquiry of other Personnel of Buyer who would reasonably be expected to have the relevant information. All accounting terms not defined in this Agreement (either in Article I or in the context in which it is used) shall have the meaning determined by GAAP. All capitalized terms defined herein are equally applicable to both the singular and plural forms. The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
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Knowledge of Shareholders means and includes the actual knowledge and constructive knowledge of Shareholders, which means knowledge that an ordinary person would have exercising prudence of a reasonable manner in the same or similar circumstance, of Shareholders.
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Related to Knowledge of Shareholders

  • Knowledge of Purchaser means the actual knowledge of the Persons listed on Section 1.1 of the Purchaser Disclosure Schedule.

  • Knowledge of the Buyer means the actual knowledge of the persons listed on Schedule 1.01 under the heading “Knowledge of the Buyer”.

  • Knowledge of Parent means the actual knowledge of the individuals listed on Section 1.1(a) of the Parent Disclosure Letter.

  • Knowledge of Buyer Means the actual knowledge of Xxxxxxx Xxxxxx.

  • Knowledge of Sellers means the actual knowledge of the individuals listed on Section 1.1D of the Sellers’ Disclosure Schedule as to the matters represented and as of the date the representation is made.

  • Purchaser’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxx, B. Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, L. Xxxx Xxxxxx and Xxxxxxx Xxxxx after reasonable inquiry.

  • Knowledge of the Company means the actual knowledge after reasonable inquiry of one or more of Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx.

  • Knowledge of the Sellers means the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: Xxxxxx XxXxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx.

  • Knowledge of Seller means, as to a particular matter, the current actual knowledge of the following people: Xxxxxxx Xxx; Xxxxxxx Soon-Shiong; Xxxx Xxxx; Xxx Xxxxx; Xxxxx Xxxxxxx; Xxxxx Xxxxxxxxx; Xxxxxxx Xxxx; and Xxxx Leader.

  • Knowledge of the Seller or “the Seller’s Knowledge” means the actual knowledge of any executive officer of the Seller after due inquiry into the facts or circumstances supporting any representation, warranty or statement qualified by such terms.

  • Buyer’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx or Xxxxxxx Xxxxx.

  • Knowledge of Seller or Seller’s Knowledge or any other similar knowledge qualification, means the actual or constructive knowledge of any director or officer of Seller, after due inquiry.

  • Parent’s Knowledge means the actual knowledge of those individuals identified in Section 1.1(b) of the Parent Disclosure Schedule.

  • the Company’s knowledge as used herein shall mean the actual knowledge of Xxxx Xxxxxxx, Xxxx XxXxxxxx and Xxxxx Xxxxxxxxx.

  • Company’s Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the 0000 Xxx) of the Company, after due inquiry.

  • to Seller’s knowledge or “Seller’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge solely of Xxxx Xxxxxxx, Vice President, Leasing, and Xxxxxxxx Xxxxxxx, Senior Director of Property Management and regional property manager for this Property, without any independent investigation or inquiry whatsoever.

  • Best Knowledge means both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

  • Seller’s Knowledge with respect to Seller means the actual knowledge of Xxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxx Ek, after reasonable due inquiry.

  • to the best knowledge of means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

  • Threatened means a claim, Proceeding, dispute, action or other matter for which any demand or statement has been made (orally or in writing) or any notice has been given (orally or in writing), or if any other event has occurred or any other circumstances exist, that would lead a prudent Person to conclude that such a claim, Proceeding, dispute, action or other matter is likely to be asserted, commenced, taken or otherwise pursued in the future.

  • to the Company’s knowledge means the actual knowledge after reasonable investigation of the Company’s officers and directors.

  • Knowledge means actual knowledge after reasonable investigation.

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Contractor must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Contract or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Contractor’s financial condition.

  • Material Group Company means the Issuer or a Subsidiary representing more than 10.00 per cent. of either (i) the total assets of the Group on a consolidated basis (for the avoidance of doubt, excluding any intra-group transactions) or (ii) the EBITDA of the Group on a consolidated basis according to the latest Financial Report.

  • Pending means that a prosecuting attorney is either actively investigating the factual basis of the alleged criminal conduct, is preparing to seek or is seeking an accusatory instrument, has obtained an accusatory instrument and is proceeding to trial or is in trial or in the process of negotiating a plea. [1974 c.72 §13; 1989 c.807 §1; 1991 c.272 §1; 1991 c.770 §1a; 1993 c.743 §18; 1999 c.849 §§51,52; 1999 c.850 §1; 2003 c.75 §30; 2007 c.865 §23; 2009 c.163 §2]

  • Investigations The Xxxxxxx, when requested by one or a number of employees whom he/she represents, may investigate the basis for any dispute arising under this Agreement and may, at any stage, assist the employee(s) in seeking resolution of such dispute through the grievance procedure provided herein. A representative of the Union may substitute in place of the Xxxxxxx.