STC Disclosure Schedule definition

STC Disclosure Schedule means the disclosure schedule delivered by STC to CGI prior to the execution of this Agreement and forming a part hereof.
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STC Disclosure Schedule means the disclosure schedule delivered by STC to CGI prior to the execution of this Agreement and forming a part hereof. "STC Material Adverse Effect" shall mean any change in or effect on the business of STC and the STC Subsidiaries that is, or could reasonably be expected to be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of STC and the STC Subsidiaries taken as a whole; provided, however, that any change in or effect upon the business of STC and the STC Subsidiaries that directly or indirectly arises out of or is attributable to (i) the loss by STC of any of its corporate partners (including, without limitation, any financial consequence of such loss of corporate partners) due primarily to the public announcement of this Agreement and the transactions contemplated hereby, (ii) any decrease in the market price of the STC Common Stock (but not any change or effect underlying such decrease to the extent such change or effect would otherwise constitute an STC Material Adverse Effect), (iii) circumstances or events that generally affect the industries in which STC or the STC Subsidiaries operate, (iv) so long as STC has not breached Section 6.01 in any material respect, any decrease in STC's cash balances and liquidity from the date hereof and (v) in the event CGI has not, pursuant to Section 7.12, made available to STC funds which, together with STC's then existing funds, are sufficient to avoid the triggering of the rights specified in Section 7(B) of the certificate of designation of STC applicable to the Series A Preferred Stock, the triggering of such rights, shall not constitute an STC Material Adverse Effect; provided further that the foregoing proviso shall not be deemed to cause the condition contained in Section 8.03(a) or (b) not to have been satisfied. "STC Material Contract" shall have the meaning specified in Section 4.11. "STC Permits" shall have the meaning specified in Section 4.06(a). 6
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STC Disclosure Schedule means the schedule delivered to Epitope by STC pursuant to Article IV hereof containing exceptions to the representations and warranties of STC set forth in such Article IV.
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Examples of STC Disclosure Schedule in a sentence

  • Except as set forth in Section 4.03 of the STC Disclosure Schedule, there are no material outstanding contractual obligations of STC or any STC Subsidiary to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any STC Subsidiary or any other person.

  • This Agreement (including the Exhibits, the CGI Disclosure Schedule and the STC Disclosure Schedule), the STC Stock Option Agreement and the CGI Stock Option Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto.

  • Except as disclosed in the STC Reports or in Section 4.12 of the STC Disclosure Schedule, neither STC nor any STC Subsidiary is subject to any outstanding order, writ, injunction or decree which could reasonably be expected to have, individually or in the aggregate, an STC Material Adverse Effect.

  • The CGI Disclosure Schedule, the STC Disclosure Schedule and all Exhibits attached hereto and referred to herein are hereby incorporated herein and made a part of this Agreement for all purposes as if fully set forth herein.

  • Set forth in Section 4.11 of the STC Disclosure Schedule is a description of any material changes to the amount and terms of the indebtedness of STC and its subsidiaries as described in the notes to the financial statements incorporated in STC 1996 10-K.

  • Except as disclosed in the STC Reports or in Section 4.11 of the STC Disclosure Schedule, there is no contract or agreement that is material to the business, financial condition or results of operations of STC and the STC Subsidiaries taken as a whole (each, an "STC Material Contract").

  • Except as set forth in Section 4.14 of the STC Disclosure Schedule, the conduct of the respective businesses of STC and the STC Subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, trademark right, trade dress, trade name, trade name right, service xxxx or copyright of any third party that could not reasonably be expected to have, individually or in the aggregate, an STC Material Adverse Effect.

  • Section 4.10 of the STC Disclosure Schedule contains a list of each action, suit, investigation, arbitration or proceeding pending against, or to the Knowledge of STC threatened against, STC or any of its assets or properties before any arbitrator or Governmental Entity.

  • Except as set forth in Section 4.09(b) of the STC Disclosure Schedule, with respect to the STC Benefit Plans, no event has occurred and, to the knowledge of STC, there exists no condition or set of circumstances in connection with which STC or any STC Subsidiary could be subject to any liability under the terms of such STC Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, an STC Material Adverse Effect.

  • Except as disclosed in the STC Reports or in Section 4.11 of the STC Disclosure Schedule, there is no contract or agreement that is material to the business, financial condition or results of operations of STC and the STC Subsidiaries taken as a whole (each, an "STC MATERIAL CONTRACT").

Related to STC Disclosure Schedule

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

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule of the Company referred to in, and delivered pursuant to, this Agreement.

  • Disclosure Letter means the disclosure letter, dated the Effective Date, delivered by the Credit Parties to the Collateral Agent, as may be updated on the Tranche A Closing Date (if required and as permitted hereunder).

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

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

  • 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.

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

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date 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 Letter means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with this Agreement.

  • Buyer Disclosure Schedules means the disclosure schedules of the Buyer, dated as of the date hereof, accompanying this Agreement.

  • 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.

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

  • 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.

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

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

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

  • 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.

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

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

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

  • Previously Disclosed means information set forth or incorporated in the Company’s Annual Report on Form 10-K for the most recently completed fiscal year of the Company filed with the Securities and Exchange Commission (the “SEC”) prior to the Signing Date (the “Last Fiscal Year”) or in its other reports and forms filed with or furnished to the SEC under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on or after the last day of the Last Fiscal Year and prior to the Signing Date.

  • 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;

  • Schedule of Exceptions shall have the meaning set forth in Section 5, and is attached hereto as Exhibit C.