INDEX TO SCHEDULES AND EXHIBITS. Schedule Description -------- -----------
INDEX TO SCHEDULES AND EXHIBITS. SCHEDULES DESCRIPTION --------- -----------
INDEX TO SCHEDULES AND EXHIBITS. Exhibits Exhibit A List of Assets Transferred by Sellers to Purchasers Exhibit B ATM Branding and Referral Alliance Agreement Exhibit C Master Services Agreement Exhibit D Transition Services Term Sheet Exhibit E Commitment Letter Schedules
INDEX TO SCHEDULES AND EXHIBITS. Schedule Description -------- ----------- 3.02 Shareholders Agreements 3.03 Qualifications 3.05 Subsidiaries/Other Investments 3.06 Certificate of Incorporation and By-Laws of the Company 3.09 Intellectual Property Rights 3.10 Contracts and Contract Parties 3.11 Major Suppliers 3.12(a) Employment Contracts and Other Compensation Agreements 3.12(b) Employee Benefit Plans 3.12(c) Multi-Employer Plans 3.13 Inventory 3.14(a) Real Estate Owned 3.14(b) Real Estate Leased 3.15 Liens and Encumbrances on Personal Property 3.16 Accounts and Notes Receivable 3.17 Company Investments 3.18 Tax Matters 3.19 Litigation 3.20 Other Contracts 3.21 Compliance with Employment Related Laws 3.22 Insurance 3.25 Officers, Directors and Depositories 3.27 Consents and Waivers 3.28 Licenses and Permits 3.29(a) Software 3.29(c) Interests of Third Parties in Owned Source Codes 3.30 Related Party Loans 4.04(e) Accredited Investors 4.04(m) Shareholder Interests 7.06(a) Company Employees 7.07(a)
INDEX TO SCHEDULES AND EXHIBITS. Schedule Description -------- ----------- 2.02(a) Company Options Converted from Unit Options 3.02 Shareholders Agreements 3.03 States and Jurisdictions in which the Company does Business 3.04(a) Stock of the Company 3.04(b) Company Options 3.05 Subsidiaries 3.09 Intellectual Rights 3.10 Software 3.11(a) Major Customers 3.11(b) Major Suppliers 3.12(a) Employment Contracts and Deferred Compensation Agreements 3.12(b) Employee Benefit Plans 3.12(c) Multi-Employer Plans 3.13(a) Owned Real Property 3.13(b) Real Estate Leases 3.14 Liens 3.17 Tax Audits 3.18 Litigation 3.19(a) Material Contracts/Affiliates 3.20 Labor Relations 3.21 Insurance 3.22 Changes Since April 30, 1999 3.24 Officers, Directors and Depositories 3.26 Consents 3.27 Licenses and Permits 3.29 Related Party Loans 4.04(l) Shareholder Interests 7.17
INDEX TO SCHEDULES AND EXHIBITS. Schedule 1.1 List of Shareholders Prior to Stock Purchase Agreement Schedule 2.4 Consents of Third Parties to Southport Schedule 2.5 Consents of Third Parties to Shareholders Schedule 2.6 Brokers' Agreements Schedule 2.8 Qualification to do Business Schedule 2.10 Financial Statements of Southport Schedule 2.11 Absence of Changes or Events Schedule 2.12 Legal Proceedings Schedule 2.13 Tax Issues Schedule 2.14 Employee Benefit Plans Schedule 2.15 Compliance with Applicable Laws; Permits Schedule 2.16 Certain Contracts Schedule 2.17 Undisclosed Liabilities Schedule 2.18 Title to Property Schedule 2.19 Insurance Schedule 2.20 Intellectual Property Schedule 2.21 Environmental Matters Schedule 2.22 Employee and Labor Matters Schedule 2.24 Absence of Changes Schedule 2.25 Accounts Receivable and Accounts Payable Schedule 2.27 Books and Records Schedule 2.28 Bank Accounts and Powers of Attorney Schedule 2.30 Affiliate Transactions Schedule 2.32 No Misrepresentations or Omissions Schedule 3.8(f) There is no Schedule 3.8(f) Schedule 4.9 Jurisdictions in which Competition is Restricted Exhibit 4.6 Forms of Employment Agreements between Southport and Xxxxxxx X. Xxxxxx, Xx., Xxxxxxx X. Xxxxxx, Xxxxx X. X. Xxxxxx, and Xxxx Xxxxxxx STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") dated as of November 12, 1997, by and among Gulf Island Fabrication, Inc., a Louisiana corporation ("Purchaser"), and Xxxxxxx X. Xxxxxx, Xx., Xxxxxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxxx, the holders of all of the issued and outstanding shares of common stock (each such person, a "Shareholder" and, collectively, the "Shareholders") of Southport, Inc., a Louisiana corporation ("Southport"), sets forth the terms and conditions pursuant to which Purchaser will acquire (the "Acquisition") from the Shareholders all of the outstanding shares of common stock of Southport ("Southport Common Stock"), par value $10.00 per share. In consideration of the premises, mutual covenants and agreements of the parties signatory hereto (each a "Party" and, collectively, the "Parties") and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
INDEX TO SCHEDULES AND EXHIBITS. 31 SCHEDULES 1.4(b) List of Secretaries, Directors, Officers and Employees of Valence and the Valence Subsidiaries to Resign (Buyer) 2.4 No Conflict (Seller) 2.5 Consents (Seller) 2.8 Capital Structure (Seller) 2.9 Representations to Management (Seller) 3.3 Consents (Buyer) 3.8 Available Funds (Buyer) 4.3(b)(xiii) Capital Commitments (Seller) 5.4 Guarantees EXHIBITS 7.4A Opinion of Jonex, Xxy, Reavxx & Xogux 7.4B Opinion of Harnxx, Xxstwood & Riegels 12.1 Consolidated Valence Balance Sheet as of March 31, 1997 The Schedules and Exhibits referenced above have not been filed herewith. The Company will furnish supplementally a copy of any omitted schedule to the U.S. Securities and Exchange Commission upon request. This STOCK PURCHASE AGREEMENT (this Stock Purchase Agreement, including all exhibits attached hereto are collectively referred to as the "Agreement") is made and entered into as of the 24th day of February, 1998, by and between SRS Labs, Inc., a Delaware corporation ("Buyer"), and North 22 Capital Partners 2 Inc., a British Virgin Islands company ("North 22" or "Seller").
INDEX TO SCHEDULES AND EXHIBITS. Schedule Number Description -------- ----------------------------------------------------------- 2.1(a) Rigs (excluding the Richxxxxxx Xxxl) 0.1(c) Inventory 2.1(d)(ii) Permits 2.1(e)(i) Drilling Contracts 2.1(e)(ii) Other Contracts 2.5(b) Technical Records 3.4 Allocation of Purchase Price 5.6 Sellers' Defaults 5.7(a) Sellers' Litigation 5.7(b) Sellers' Governmental Notifications 5.8 Sellers' Governmental Approvals 5.9 Sellers' Compliance with Laws 5.11(b) Rig Class Recommendation 5.11(c) Rig Damage 5.15 Sellers' Performance Bonds; Letters of Credit 6.4 Parent's Governmental Approvals 7.6 Buyer's Governmental Approvals Exhibit Number ------ 2.4 Form of Agreement Regarding Nonassigned Contracts 3.1(a) Form of Escrow Agreement 4.2(a) Form of General Assignment 8.3 Form of Buyer's Officer's Certificate 8.4 Buyer's Opinion of Counsel 9.3(a) Form of Sellers' Officer's Certificate 9.3(b) Form of Parent's Officer's Certificate 9.4 Parent's and Sellers' Opinion of Counsel 10.18 Form of Triton Contract
INDEX TO SCHEDULES AND EXHIBITS. Schedule Description -------- ----------- I Stockholders of the Constituent Corporations 3.01(b) Subsidiaries 5.01(e) Consents to be Obtained by GENCC
INDEX TO SCHEDULES AND EXHIBITS. 48 THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is entered into as of March 23, 2000, by and among Venture Catalyst Incorporated, a Utah corporation ("VCAT"), Venture Acquisition Corporation, a Utah corporation and a wholly-owned subsidiary of VCAT ("Acquisition Corp."), CTInteractive, Inc., a California corporation ("CTInteractive"), and Donaxx Xxxtx Xxxxxxxx, xxe sole shareholder of CTInteractive (the "Shareholder").
