Selling Shareholder Disclosure Schedule definition

Selling Shareholder Disclosure Schedule means, with respect to each Selling Shareholder, the disclosure schedule dated as of the date of this Agreement relating to the representations and warranties of such Selling Shareholder made in this Agreement.
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Selling Shareholder Disclosure Schedule has the meaning set forth in the introductory paragraph of Article 3. ---------
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Selling Shareholder Disclosure Schedule means the disclosure schedule (dated as of the Agreement Date), prepared and delivered by Selling Shareholders to Buyer pursuant to this Agreement that sets forth the exceptions to the representations, warranties and covenants of each Selling Shareholder contained herein. The Selling Shareholder Disclosure Schedule shall be arranged in sections and subsections corresponding to the Sections and subsections in this Agreement. The disclosure of any matter in any section or subsection of the Selling Shareholder Disclosure Schedule or in any other Section or subsection of the Selling Shareholder Disclosure Schedule referred to in this Agreement shall also disclose such matter for other sections and subsections of the Selling Shareholder Disclosure Schedule and any other Sections or subsections of the Selling Shareholder Disclosure Schedule referred to in this Agreement to the extent (and only to the extent) that the disclosure sets forth facts in sufficient detail so that the relevance of such disclosure for such other sections or subsections is reasonably apparent to a reader.
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Examples of Selling Shareholder Disclosure Schedule in a sentence

  • Except as disclosed in Section 3.21 of the Selling Shareholder Disclosure Schedule, neither the Company nor any of its Subsidiaries has received any notice of cancellation or termination with respect to any material insurance policy of the Company or any of its Subsidiaries.

  • For purposes of this Agreement, each statement or other item of information set forth in a Company Disclosure Schedule or Selling Shareholder Disclosure Schedule or the Purchaser Disclosure Schedule shall be deemed to be a representation and warranty made by such Company or Selling Shareholder or Purchaser or Parent, as applicable, in this Agreement.

  • Section 3.02(a) of the Selling Shareholder Disclosure Schedule shows (i) the aggregate number of Company Preferred Stock payable as in-kind dividends on the Company Preferred Stock on each of October 1, 2004, April 1, 2005 and October 1, 2005 (assuming that (A) no shares of Series D Preferred Stock are retired after issuance and (B) cash dividends are not paid on October 1, 2005) and (ii) the source and pattern of related GAAP accruals in respect of the carrying value of the Company Preferred Stock.

  • Except as disclosed in the Company SEC Reports or as set forth in Section 3.11 of the Selling Shareholder Disclosure Schedule, (a) since December 31, 2003, there has not been any change, event or development having, or that could be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (b) between such date and the date hereof the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice.

  • Section 3.07 of the Selling Shareholder Disclosure Schedule sets forth (i) the name and jurisdiction of incorporation, creation or formation of each Subsidiary of the Company, (ii) its authorized equity securities, (iii) the number of its issued and outstanding equity securities and (iv) the record owners of such equity securities.

  • Except as disclosed in Section 3.21 of the Selling Shareholder Disclosure Schedule, each of the Company and its Subsidiaries is, and has been continuously since December 31, 2001, insured with financially responsible insurers in such amounts and against such risks and losses as are customary in all material respects for companies conducting the business conducted by the Company and its Subsidiaries during such time period.

  • Except for interests in the Subsidiaries of the Company and as disclosed in Section 3.07 of the Selling Shareholder Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (other than non-controlling investments in the ordinary course of business).

  • Except as set forth in Part 2.12(a)(iv) of the Company and Selling Shareholder Disclosure Schedule, the Company has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.12(a)(i) and 2.12(a)(ii) of the Company and Selling Shareholder Disclosure Schedule, free and clear of all liens and other Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.12(a)(iii) of the Company and Selling Shareholder Disclosure Schedule.

  • To the best of the knowledge of the Company and the Selling Shareholder, except as set forth in Part 2.22 of the Company and Selling Shareholder Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

  • The Selling Shareholder holds of record and owns beneficially the number of Company Shares set forth next to such Selling Shareholder's name in Section 3.4 of the Selling Shareholder Disclosure Schedule, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Encumbrances, options, warrants, purchase rights, Contracts, commitments, equities, claims, and demands.


More Definitions of Selling Shareholder Disclosure Schedule

Selling Shareholder Disclosure Schedule means the schedules delivered to Broadcom by or on behalf of the Selling Shareholder, 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 the Selling Shareholder in Article 3 or otherwise.
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Selling Shareholder Disclosure Schedule is defined in the Acquisition Agreement.
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Related to Selling Shareholder Disclosure Schedule

  • Purchaser Disclosure Schedule means the schedule (dated as of the date of the Agreement) delivered to Seller and the Members by the Purchaser, a copy of which is attached to this Agreement.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Schedule means the disclosure schedule delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement.

  • Seller Disclosure Letter means the Seller Disclosure Letter attached hereto, dated as of the date hereof, delivered by Seller to Purchaser in connection with this Agreement.

  • Buyer Disclosure Letter means the disclosure letter delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Seller Disclosure Schedules means the disclosure schedules of Seller delivered by Seller pursuant to this Agreement.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution of this Agreement.

  • Parent Disclosure Schedule means the disclosure schedules delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Disclosure Schedule has the meaning set forth in Section 3 below.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.