Shareholder Disclosure Schedules definition

Shareholder Disclosure Schedules means the disclosure schedules, dated as of the date hereof, which have been delivered on the date hereof by the Shareholders to Parent and all other documents, agreements, and other items disclosed by each Shareholder to Parent in connection with this Agreement, and references to a numbered Shareholder Disclosure Schedule shall mean that portion of the Shareholder Disclosure Schedules that refers to the specific section or subsection of Article 5 of this Agreement. The disclosure of information under any such disclosure schedule shall constitute disclosure for all purposes of such schedule and the Agreement;
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Shareholder Disclosure Schedules has the meaning set forth in the introductory paragraph to Article III.
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Shareholder Disclosure Schedules has the meaning specified in Section 4.01(a).
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Examples of Shareholder Disclosure Schedules in a sentence

  • Except as disclosed in Schedule 3.09 of the Shareholder Disclosure Schedules, the Company and the Company Subsidiaries own, lease or otherwise have rights to use all Company Real Property (excluding easements, rights-of-way and similar authorizations) and Tangible Personal Property necessary to operate the Business as presently operated by the Company and the Company Subsidiaries, in each case free and clear of all Liens other than Permitted Liens.

  • The Parties acknowledge and agree that Fxxxxx Capital LLC has an agreement in place with NextNRG, as disclosed in Section 3.06 of the Shareholder Disclosure Schedules, but no fees shall be due or payable to Fxxxxx Capital LLC thereunder as a result of the Transactions.

  • Except as disclosed in Schedule 3.14(b) of the Shareholder Disclosure Schedules, as of the date of this Agreement, there are no labor disputes subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the Knowledge of any Company Shareholder, threatened with respect to any current or former Business Employee or contract worker providing services for the benefit of the Company.

  • Purchaser further acknowledges and agrees that the Company’s and the Shareholders’ failure to list the Site or the documents contained in the administrative record for the Site on the Shareholder Disclosure Schedules does not constitute a breach of any of the representations or warranties provided by the Company and Shareholders under Sections 2.15 or 2.20 of this Agreement.

  • Notwithstanding any other provisions of the Plan to the contrary, the number of Shares subject to option, the number of Shares previously optioned and not theretofore delivered and the option price per Share shall be adjusted if the number of outstanding Shares of the Company is increased or reduced by split-up, reclassification, stock dividend or the like.

  • Except as disclosed in Schedule 3.09 of the Shareholder Disclosure Schedules, the Company or the Company Subsidiary that owns or leases each of the Company Real Property and Tangible Personal Property has good and valid title to each such Company Real Property and all Tangible Personal Property that is owned and has valid leasehold interests in each such Company Real Property and all Tangible Personal Property that is leased, free and clear of all Liens other than Permitted Liens.

  • Section 3.11 of the Shareholder Disclosure Schedules sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees.

  • Except as disclosed in Schedule 3.26(b) of the Shareholder Disclosure Schedules, none of the Company or the Company Subsidiaries has received any charge, complaint, claim, demand, or notice alleging any such infringement violation or misappropriation (including any claim that the Company or any Company Subsidiary must license or refrain from using any Intellectual Property of any third party), and the Company and the Company Subsidiaries have no Knowledge of any basis for any such claim.

  • Schedule 3.08 of the Shareholder Disclosure Schedules includes a true and complete list of all Material Contracts as of the date of this Agreement.

  • Except as set forth on Schedule 3.3 Acquiree Shareholder Disclosure Schedules, such Acquiree Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Acquiror pursuant to this Agreement, such Acquiree Shareholder’s Acquiree Shares free and clear of any and all Liens.


More Definitions of Shareholder Disclosure Schedules

Shareholder Disclosure Schedules means the schedules attached hereto as Annex B.
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Related to Shareholder Disclosure Schedules

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

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

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

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller 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.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

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

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

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

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

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

  • Disclosure Letter means that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.

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

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

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

  • 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.

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

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

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Risk Disclosure Statement means the document setting out general information in respect of the risks associated with utilising our financial products;