OMITTED SCHEDULES Sample Clauses
OMITTED SCHEDULES. Schedule A Shareholders Capitalized terms used herein and not otherwise defined shall have the meaning attached to such terms in the Agreement to which Exhibit A is attached. We are registering the shares of common stock issued to the selling Shareholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling Shareholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. Each selling Shareholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock covered hereby on The NASDAQ Global Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or negotiated prices. A selling Shareholder may use any one or more of the following methods when selling shares: • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • an exchange distribution in accordance with the rules of the applicable exchange; • privately negotiated transactions; • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; • in transactions through broker-dealers that agree with the selling Shareholders to sell a specified number of such shares at a stipulated price per share; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; • a combination of any such methods of sale; or • any other method permitted pursuant to applicable law. The selling Shareholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, or the Securities Act, if available, rather than under this prospectus. Broker-dealers engaged by the selling Shareholders may arrange for other brokers-dealers to pa...
OMITTED SCHEDULES. Certain Schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in this exhibit or the disclosure document. The registrant will furnish supplementally copies of such Schedules to the Securities and Exchange Commission or its staff upon request.
OMITTED SCHEDULES. The portions identified below in the following schedules have been omitted from the Asset Sale Agreement filed as Exhibit 2.3 to this Registration Statement on Form S-4 (File No. 333- ): • Exhibit A — Lease Data Table • Exhibit B — Form of Assignment • Schedule 10.5 — Prospective Employees • Schedule 1.1(h) — Aneth Compressor and Gathering Site • Schedule 1.3(q) — Aneth Plant Site • Schedule 1.3 — Exclusions and Reservations • Schedule 2.3 — Allocation of Purchase Price • Schedule 3.3.5(a) — Consent Decree Responsibilities
OMITTED SCHEDULES. A list briefly identifying the contents of all omitted schedules to this agreement for the sale and purchase of shares and loan stock and the cancellation of warrants in Viking Resins Group Holdings B.V., dated 10th November, 1999, appears in the Table of Contents to this agreement. Solutia will furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule.
OMITTED SCHEDULES. Schedule 1.1 — The Seller Persons with Knowledge Schedule 1.2(a) — Permitted Encumbrances (Personal Property) Schedule 1.2(b) — Permitted Encumbrances (Real Property) Schedule 2.1(a) — Transferred Contracts Schedule 2.1(b) — Transferred Purchase Orders Schedule 2.1(d) Tangible Personal Property Schedule 2.1(e) — Tampa Assets Schedule 2.1(f) — Transferred Inventory Schedule 2.1(k) — Intellectual Property Schedule 2.2(k) — Excluded Contracts Schedule 2.2(l) — Excluded Purchase Orders Schedule 2.2(m) — Excluded Inventory Schedule 2.2(s) — Excluded Assets Schedule 2.3(a) — Assumed Trade Accounts Schedule 2.3(d) — Accrued Vacation/Paid Time Off of Transferred Employees Schedule 2.4(o) — Sundry Payables Schedule 2.7 — Unit Valuation Schedule Schedule 3.3 — List of Consents required Schedule 3.5 — Books and Records Schedule 3.6 — Title to and Sufficiency of Assets Schedule 3.7 — Financial Statements Schedule 3.8 — Absence of Certain Changes or Events Schedule 3.9 — Compliance with Law; Permits and Licenses Schedule 3.10 — Business Permits Schedule 3.11(a) — Owned Real Property Schedule 3.11(b) — Leased Real Property Schedule 3.11(e) — Improvements Schedule 3.15 — Employee Plans
OMITTED SCHEDULES. Schedule 1
OMITTED SCHEDULES. Disclosure Schedule Schedule 1.2(a)(i) Recipients of Cavium Stock (to be provided at Closing) Schedule 1.2(a)(ii)(2) Scheduled Creditors Fees Payments Schedule 1.2(a)(ii)(3) Excess Transaction Fees Payments Schedule 1.2(a)(ii)(4) Employee Retention bonuses Schedule 1.2(a)(ii)(5) Net Closing Payment Calculation Schedule 1.2(a)(iii)(1) Inventory Purchases - Assumed Accounts Payable Schedule 1.2(b)(i) Celestial Products Schedule 2.26(c) Major Shareholders Schedule 4.9(a) Chinese Affected Employees Schedule 4.9(b) US Affected Employees Schedule 6.5(l) Agreements between IP Purchaser (or an affiliate thereof) and each of the Seller’s and Celestial China’s customers and vendors Schedule 6.5(m) Agreements between the Seller or Celestial China and each of the Seller’s or Celestial China distributors Schedule 6.7(b) Celestial China Engineers Schedule 6.9(a) Key Employees EXHIBIT A For purposes of the Agreement (including this Exhibit A):
OMITTED SCHEDULES. The portions identified below in the following schedules have been omitted from the Purchase and Sale Agreement filed as Exhibit 2.2 to this Registration Statement on Form S-4 (File No. 333- ):
OMITTED SCHEDULES. The following schedules to the Sale-Purchase Agreement have been omitted:
OMITTED SCHEDULES. Schedule 1.1: Sellers Schedule 3.4: Business Involvement Schedule 4.1: Organization and Power Schedule 4.5(b): Financial Statements Schedule 4.6: No Undisclosed Liabilities Schedule 4.7: Operations Since the Most Recent Audited Balance Sheet Date (including Appendices) Schedule 4.8(c): Audits and Extensions; etc. Schedule 4.8(e): Other Jurisdictions Schedule 4.8(k): Accounting Method, etc. Schedule 4.8(p): Escheat and Unclaimed Property Schedule 4.9: Permits (including Appendices) Schedule 4.10(a): Owned Real Property Schedule 4.10(b): Leased Real Property Schedule 4.10(d): Condition of Improvements Schedule 4.11(b): Intellectual Property Schedule 4.12: Compliance with Laws Schedule 4.13: Contracts (including Appendix) Schedule 4.15(a): Employee Benefit Plans Schedule 4.15(c): Deferred Compensation Schedule 4.15(g): Pension Plan Transactions Schedule 4.15(h): Defined Benefit Plans Schedule 4.15(i): Transaction Payments Schedule 4.15(j): Post-Employment Welfare Coverage Schedule 4.16(a): Compliance with Environmental Laws Schedule 4.16(c): Release of Hazardous Substances (including Tables) Schedule 4.16(d): Handling of Hazardous Substances