Stockholder Disclosure Schedule definition

Stockholder Disclosure Schedule means the disclosure schedule of even date herewith delivered by the Stockholders to Buyer in connection with the execution and delivery of this Agreement.

Stockholder Disclosure Schedule means the Stockholder Disclosure Schedule attached as Exhibit 3 hereto.

Stockholder Disclosure Schedule means the disclosure schedule (dated as of the date of the Agreement) delivered to the Purchaser on behalf of Stockholders and the Company on the date of this Agreement.

Examples of Stockholder Disclosure Schedule in a sentence

• Although the Board is not required to “grapple with every last one of its precedents, no matter how distinguishable, .

• The disclosure of any matter in the Stockholder Disclosure Schedule with respect to Article III or in the Parent Disclosure Schedule with respect to Article IV shall be deemed to be a disclosure on all other Schedules to Article III or Article IV, respectively, to which such matter may reasonably apply so long as such disclosure is in sufficient detail to enable a reasonable person to identify the other Sections thereof to which such information is responsive.

• Schedule 3.23 of the Stockholder Disclosure Schedule sets forth a loss run for claims in excess of $250,000 made with respect to the Companies under such policies within the last three years.

• Excluding insurance policies that have expired and been replaced in the Ordinary Course and insurance policies that will be cancelled in connection with the Transactions, as set forth in Section 3.23 of the Stockholder Disclosure Schedule, no material insurance policy of Stockholder covering the Companies has been cancelled within the last two years and, to Stockholder’s Knowledge, no threat has been made to cancel any insurance policy of Stockholder covering the Companies during such period.

• Except as set forth on Company Stockholder Disclosure Schedule 2.6, such Company Stockholder has no obligation for any finder’s, investment banker’s or broker’s fee in connection with the transactions contemplated herein that are not payable entirely by the Company or such Company Stockholder.

• Except as disclosed in Part 2 of Schedule 3.2(g) of the Stockholder Disclosure Schedule or otherwise agreed by the parties, immediately following the Closing, all contracts, agreements or other arrangements between the Company or any Subsidiary of the Company, on the one hand, and Stockholder or any of its Subsidiaries or affiliates (other than the Company or any Subsidiary of the Company), on the other hand, will be terminated.

• The Stockholders shall have obtained the consents set forth on Section 3.2 of the Stockholder Disclosure Schedule.

• There are no material Legal Proceedings (other than routine claims for benefits (or as disclosed in Schedule 3.7 of the Stockholder Disclosure Schedule)) arising from or relating to the Benefit Plans.

• Upon delivery of any certificate or certificates duly assigned to the Purchaser by such Company Stockholder, as herein contemplated, the Purchaser will receive good title to all of the shares of Company Common Stock held by such Company Stockholder, free and clear of all Liens except as provided on Company Stockholder Disclosure Schedule 2.1 attached hereto.

• Schedule 3.28 of the Stockholder Disclosure Schedule contains a true, correct and complete list of (i) all bank accounts and safe deposit boxes of the Companies and the Business and (ii) Persons authorized to sign or otherwise act with respect thereto and (iii) a complete and correct list of all Persons holding a general or special power of attorney granted by any of the Companies.

More Definitions of Stockholder Disclosure Schedule

Stockholder Disclosure Schedule has the meaning set forth in Section 3 below. “Stockholder Representative” means Xxxxxx X. Xxxxxxxx, who as a result of the due authorization of this Agreement by the Stockholders shall be deemed to have been appointed by the Stockholders for the purpose of acting on behalf of the Stockholders with respect to the transactions contemplated by this Agreement, including without limitation acting as transfer agent for the Antek Instruments Shares, the Antek Industrial Shares, and the Nitec Shares, administering certain portions of the Aggregate Consideration, as adjusted, as set forth in Section 2 below, and making decisions with respect to indemnity claims and amendments to the Agreement or any ancillary agreements. “Stockholders” has the meaning set forth in the preface above. “Subsequent Revenue Interval” has the meaning set forth in Section 2(i)(ii) below. “Subsidiary” means any corporation, limited partnership, limited liability company, or other entity with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock, units or other equity interests or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors, and means specifically, with respect to the Antek Instruments, Antek Instruments GmbH, a corporation organized under the laws of Germany. “Surviving Corporation” has the meaning set forth in Section 2(b) below. “Takeover Proposal” means any written inquiry, proposal or offer from any Person relating to (A) any direct or indirect acquisition or purchase of (i) the assets of the Companies or the German Subsidiary outside of the Ordinary Course of Business, or (ii) any securities of the Companies or the German Subsidiary (other than the transactions contemplated by this Agreement), or (B) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Companies or the German Subsidiary. 8

Stockholder Disclosure Schedule means the disclosure document delivered by the Stockholders pursuant to the terms of this Agreement and attached hereto as Exhibit H.

Stockholder Disclosure Schedule means the written disclosure schedule of the Stockholders delivered to Buyer prior to the date hereof, a copy of which is attached hereto.