OMITTED SCHEDULES. Schedule A Shareholders EXHIBIT A PLAN OF DISTRIBUTION Capitalized terms used herein and not otherwise defined shall have the meaning attached to such terms in the Agreement to which Exhibit A is attached. We are registering the shares of common stock issued to the selling Shareholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling Shareholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. Each selling Shareholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock covered hereby on The NASDAQ Global Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or negotiated prices. A selling Shareholder may use any one or more of the following methods when selling shares: • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • an exchange distribution in accordance with the rules of the applicable exchange; • privately negotiated transactions; • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; • in transactions through broker-dealers that agree with the selling Shareholders to sell a specified number of such shares at a stipulated price per share; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; • a combination of any such methods of sale; or • any other method permitted pursuant to applicable law. The selling Shareholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, or the Securities Act, if available, rather than under this prospectus. Broker-dealers engaged by the selling Shareholders may arrange ...
OMITTED SCHEDULES. The portions identified below in the following schedules have been omitted from the Asset Sale Agreement filed as Exhibit 2.2 to this Registration Statement on Form S-1 (File No. 333- ): • Exhibit A — Lease Data Table • Exhibit B — Form of Assignment • Schedule 10.5 — Prospective Employees • Schedule 1.1(h) — Aneth Compressor and Gathering Site • Schedule 1.3(q) — Aneth Plant Site • Schedule 1.3 — Exclusions and Reservations • Schedule 2.3 — Allocation of Purchase Price • Schedule 3.3.5(a) — Consent Decree Responsibilities
OMITTED SCHEDULES. A list briefly identifying the contents of all omitted schedules to this agreement for the sale and purchase of shares and loan stock and the cancellation of warrants in Viking Resins Group Holdings B.V., dated 10th November, 1999, appears in the Table of Contents to this agreement. Solutia will furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule.
OMITTED SCHEDULES. The following schedules to the Sale-Purchase Agreement have been omitted: SCHEDULE SCHEDULE TITLE -------- -------------- 14(A)(I) LEASES AND RESIDENT AGREEMENTS 14(A)(II) CONTRACTS 14(A)(III) FINANCIAL STATEMENTS 14(A)(VII) ACTIONS, SUITS OR PROCEEDINGS The Registrant agrees to furnish supplementally a copy of the foregoing omitted schedules to the Securities and Exchange Commission upon request.
OMITTED SCHEDULES. Schedule 1.1 — The Seller Persons with Knowledge Schedule 1.2(a) — Permitted Encumbrances (Personal Property) Schedule 1.2(b) — Permitted Encumbrances (Real Property) Schedule 2.1(a) — Transferred Contracts Schedule 2.1(b) — Transferred Purchase Orders Schedule 2.1(d) Tangible Personal Property Schedule 2.1(e) — Tampa Assets Schedule 2.1(f) — Transferred Inventory Schedule 2.1(k) — Intellectual Property Schedule 2.2(k) — Excluded Contracts Schedule 2.2(l) — Excluded Purchase Orders Schedule 2.2(m) — Excluded Inventory Schedule 2.2(s) — Excluded Assets Schedule 2.3(a) — Assumed Trade Accounts Schedule 2.3(d) — Accrued Vacation/Paid Time Off of Transferred Employees Schedule 2.4(o) — Sundry Payables Schedule 2.7 — Unit Valuation Schedule Schedule 3.3 — List of Consents required Schedule 3.5 — Books and Records Schedule 3.6 — Title to and Sufficiency of Assets Schedule 3.7 — Financial Statements Schedule 3.8 — Absence of Certain Changes or Events Schedule 3.9 — Compliance with Law; Permits and Licenses Schedule 3.10 — Business Permits Schedule 3.11(a) — Owned Real Property Schedule 3.11(b) — Leased Real Property Schedule 3.11(e) — Improvements Schedule 3.15 — Employee Plans Schedule 3.19 — Insurance Schedule 3.21(a) — Intellectual Property Schedule 3.21(d) — Intellectual Property Schedule 3.23 — Material Customers and Suppliers Schedule 3.26 — Related Party Transactions Schedule 3.27 — Other Names by which the Business was conducted Schedule 3.28 — Litigation Schedule 5.1 — Business Employees Schedule 5.1(a) — Transferred Employees Schedule 5.1(b)(i) — Severance Policies OMITTED EXHIBITS Exhibit A — Form of Assignment and Assumption Agreement Exhibit B — Form of Xxxx of Sale Exhibit C — Form of Guaranty Agreement Exhibit D — Form of General Warranty Deed for each State Exhibit E — Form of Owner Title Affidavit Exhibit F — Form of Transition Services Agreement Exhibit G — Form of Seller Note Exhibit H — Form of Houston Aldine Property Sublease Exhibit I — Form of Exemption Certificates Exhibit J — Form of Press Release Exhibit K — Form of Protocol Agreement
OMITTED SCHEDULES. Company Disclosure Schedule Section 1.1(hh) Key Employees Company Disclosure Schedule Section 1.1(ii) Specified Knowledge Executive Officers Company Disclosure Schedule Section 4.1 Organization and Power; and Investments Company Disclosure Schedule Section 4.5 Capitalization Company Disclosure Schedule Section 4.6 No Violation Company Disclosure Schedule Section 4.7 Financial Statements Company Disclosure Schedule Section 4.8 Absence of Certain Developments Company Disclosure Schedule Section 4.9(b)(i) Leased Real Property Company Disclosure Schedule Section 4.10 Title to Assets; Condition and Sufficiency of Assets Company Disclosure Schedule Section 4.11 Contracts and Commitments Company Disclosure Schedule Section 4.12 IP Rights Company Disclosure Schedule Section 4.13 Permits Company Disclosure Schedule Section 4.15 Compliance with Laws Company Disclosure Schedule Section 4.17 Labor Matters Company Disclosure Schedule Section 4.18 Employee Benefit Plans Company Disclosure Schedule Section 4.20 Tax Matters Company Disclosure Schedule Section 4.21 Insurance Company Disclosure Schedule Section 4.22 Related Party Transactions Company Disclosure Schedule Section 4.23 Compliance with the Foreign Corrupt Practices Act and Export Control and Anti-boycott Laws Company Disclosure Schedule Section 4.24 No Brokers Company Disclosure Schedule Section 4.25 Customers and Suppliers Company Disclosure Schedule Section 4.26 Names and Locations; Offices and Bank Accounts Company Disclosure Schedule Section 4.27 Inventory Company Disclosure Schedule Section 4.28 Warranties Company Disclosure Schedule Section 4.29 Disclosures Company Disclosure Schedule Section 6.3 Conduct of Company Business Company Disclosure Schedule Section 8.3 Additional Conditions to the Obligations of Parent and Merger Sub OMITTED EXHIBITS EXHIBIT A: ESCROW AGREEMENT EXHIBIT B: ASSIGNMENT AGREEMENT
OMITTED SCHEDULES. Schedule 1 Part A: Relevant Claims Part B: Statutory Claims Schedule 2 Confirmation of Legal Advice Schedule 3 Director Resignation Letter Schedule 4
OMITTED SCHEDULES. Schedule 1.1: Sellers Schedule 3.4: Business Involvement Schedule 4.1: Organization and Power Schedule 4.5(b): Financial Statements Schedule 4.6: No Undisclosed Liabilities Schedule 4.7: Operations Since the Most Recent Audited Balance Sheet Date (including Appendices) Schedule 4.8(c): Audits and Extensions; etc. Schedule 4.8(e): Other Jurisdictions Schedule 4.8(k): Accounting Method, etc. Schedule 4.8(p): Escheat and Unclaimed Property Schedule 4.9: Permits (including Appendices) Schedule 4.10(a): Owned Real Property Schedule 4.10(b): Leased Real Property Schedule 4.10(d): Condition of Improvements Schedule 4.11(b): Intellectual Property Schedule 4.12: Compliance with Laws Schedule 4.13: Contracts (including Appendix) Schedule 4.15(a): Employee Benefit Plans Schedule 4.15(c): Deferred Compensation Schedule 4.15(g): Pension Plan Transactions Schedule 4.15(h): Defined Benefit Plans Schedule 4.15(i): Transaction Payments Schedule 4.15(j): Post-Employment Welfare Coverage Schedule 4.16(a): Compliance with Environmental Laws Schedule 4.16(c): Release of Hazardous Substances (including Tables) Schedule 4.16(d): Handling of Hazardous Substances
OMITTED SCHEDULES. Certain schedules setting forth exceptions to the representations and warranties of Eclipsys and TSI have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. The Company may request confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
OMITTED SCHEDULES. The portions identified below in the following schedules have been omitted from the Purchase and Sale Agreement filed as Exhibit 2.2 to this Registration Statement on Form S-4 (File No. 333- ): • Exhibit A — Description of the Interests • Exhibit B — Easements, permits, etc.; Agreements, Amendments, Contracts, etc. • Exhibit C — Form of Assignment and Xxxx of Sale • Exhibit D — Property Sales Accounting Agreement • Exhibit E — Alternate Dispute Resolution and Arbitration • Exhibit F — Gas-Production-Imbalance Accounts • Exhibit G — Environmental Assessment and Testing Confidentiality, Release and Indemnification Agreement • Exhibit H — Excluded Items • Exhibit I — Consent Decree (Water) • Exhibit J — Consent Decree (Air) • Exhibit K — Order for Removal Mitigation or Prevention of a Substantial Threat of Oil Discharge • Exhibit L — Sales Allocations • Exhibit M — Transition Services Agreement Resolute Energy Corporation agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
