Stockholder Disclosure Schedule definition

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.
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Stockholder Disclosure Schedule means the Stockholder Disclosure Schedule attached as Exhibit 3 hereto.
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Stockholder Disclosure Schedule means the disclosure document delivered by the Stockholders pursuant to the terms of this Agreement and attached hereto as Exhibit H.
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Examples of Stockholder Disclosure Schedule in a sentence

  • There are no material off-balance sheet transactions, arrangements, obligations or relationships attributable to the Companies, other than those summarized on Schedule 3.6(b) of the Stockholder Disclosure Schedule.

  • Schedule 3.27 of the Stockholder Disclosure Schedule contains a true, correct and complete list of all of the directors and officers at the Senior Vice President level (or above) of each of the Companies.

  • Nothing in this Restricted Stockholder Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant.

  • 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.

  • This Agreement (including all exhibits hereto), the Stockholder Disclosure Schedule, the Parent Share Exchange Disclosure Schedule, the Lock-Up Agreements, the Merger Agreement, the Company Disclosure Schedule, the Parent Disclosure Schedule, the Voting Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof.

  • 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.

  • This Restricted Stockholder Disclosure Schedule includes brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request.

  • 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.

  • 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.

  • 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.


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
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Related to Stockholder Disclosure Schedule

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

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

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

  • 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.

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

  • 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.

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

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

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously 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.

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

  • 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.

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

  • 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).

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

  • 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.

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

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.