Certain Additional Definitions. For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below:
Certain Additional Definitions. Certain capitalized terms used in this Xxxxxxxxx ESA Custodial Agreement are defined in the Xxxxxxxxx ESA Adoption Agreement. In addition, the following terms have the ascribed meaning:
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite such term below: Term Section Accounting Referee 2.7(b) Aggregate Option Purchase Price 2.5(f) Agreement Preamble Agreement Date Preamble Balance Sheet 3.7(b) Balance Sheet Date 3.7(b) Bank Commitment Letter 4.6 Closing 2.2 Closing Date 2.2 Closing Statement 2.7(a) Closing Working Capital 2.7(a) COBRA 3.17(i) Term Section Company Preamble Company Benefit Plan 3.17(a) Company Closing Certificate 6.1 Company Common Stock Conversion Amount 2.5(b) Company Disclosure Schedule 3 Company Financial Statements 3.7(b) Company Indemnified Parties 5.9 Company Material Agreements 3.12 Company Options 2.5(f)(i) Company SEC Documents 3.7(a) Company Stock Option Plan 2.5(f)(i) Company Subsidiary 3.4(a) Company Subsidiary Shares 3.4(a) Competing Transaction 5.6 Covenant 3.14(f) Effective Time 2.3 Employment Agreements Recitals Environmental Permits 3.19 Equity Commitment Letter 4.6 ERISA Affiliate 3.17(b) Final Working Capital 2.7(e) Financing Commitments 4.6 Green Equity Recitals Green Equity Affiliates 2.7(e) Green Equity Support Agreement Recitals Leased Real Property 3.14(b) Management Agreement Recitals Management Loans 5.10(d) Master Support Agreement Recitals Material Contract 3.16(a) Merger Recitals Merger Sub Preamble Multiemployer Plan 3.17(b) Net Working Capital 2.7(a) Offering Materials 5.4(b) Option Purchase Price 2.5(f)(i) Optionholder 2.5(f)(i) Owned Real Property 3.14(a) Parent Preamble Term Section PIK 5.1(b)(ii) Real Property 3.9(c) Securities Act 3.3(d) Senior Debenture Repayment Amount 2.2(b) Separation Agreement Recitals Significant Supplier 3.22 Substitute Financing 5.4 Support Agreements Recitals Surviving Corporation 2.1 Target Working Capital 2.7(a) Transfer Taxes 5.12 WARN 3.18(e)
Certain Additional Definitions. As used in this Agreement, “herein,” “hereunder” and “hereof” shall refer to this Agreement as a whole, and “including” shall mean “including but not limited to” and “including, without limitation.”
Certain Additional Definitions. As used in this Agreement, each of the following terms has the meaning ascribed thereto in the Section set forth opposite each such term in the following table: Term Section Acquisition Transaction Section 5.11 Additional Per Share Consideration Section 2.5(e)(1) Aggregate Preferred Consideration Section 2.5(e)(2) Agreement Preamble Audited Company Financial Statements Section 3.6 Balance Sheet Date Section 3.6 BKartA Section 5.5(b) Book-Entry Shares Section 2.5(c) Buy-side Party Section 9.14 Certificate of Merger Section 2.3 Certificates Section 2.5(c) Claim Certificate Section 7.5 Claims Period Section 7.4 Closing Section 2.2 Closing Balance Sheet Section 2.10(d) Closing Consideration Section 2.5(e)(3) Closing Date Section 2.2 Closing Indebtedness Section 2.5(e)(4) Closing Per Share Common Consideration Section 2.5(e)(5) Closing Per Share Preferred Consideration Section 2.5(e)(6) Closing Statement Section 2.10(c) Company Preamble Company Benefit Plans Section 3.21(a) Company Bylaws Section 3.3(a) Company Certificate of Incorporation Section 3.3(a) Company Common Stock Recitals Company Financial Statements Section 3.6 Company Indemnified Parties Section 5.7(a) 10 NAI-1503806643v11 Term Section Company Registered IP Section 3.14(b) Confidential Information Section 9.13(c) Contaminants Section 3.14(o) Current Balance Sheet Section 3.6 Customer Data Section 3.14(o) D&O Tail Policy Section 5.7(b) Dispute Section 9.14 Disputed Line Items Section 2.10(d) Dissenting Shares Section 2.7 Distributable Holdback Section 2.10(h) EAR Section 3.11(c) Effective Time Section 2.3 Effects Section 1.1, definition of Material Adverse Effect Environmental Claims Section 3.23(d) Environmental Permits Section 3.23(b) Escrow Agent Section 2.5(d)(1) Escrow Agreement Section 2.5(d)(1) Estimated Closing Balance Sheet Section 2.10(a) Estimated Closing Cash Section 2.5(e)(7) Estimated Closing Indebtedness Section 2.5(e)(8) Estimated Closing Statement Section 2.10(a) Estimated Merger Consideration Section 2.5(e)(9) Estimated Negative Working Capital Adjustment Section 2.5(e)(10) Estimated Positive Working Capital Adjustment Section 2.5(e)(11) Estimated Transaction Expenses Section 2.5(e)(12) Estimated Working Capital Section 2.10(a) Exchange Fund Section 2.5(d)(4) Expiration Date Section 7.1 Final Closing Cash Section 2.10(d) Final Closing Indebtedness Section 2.10(d) Final Transaction Expenses Section 2.10(d) Final Working Capital Section 2.10(d) Fully Diluted Company Common Stock Sec...
Certain Additional Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: "Prospectus" shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus. "Register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the 1933 Act, and such registration statement or document becoming effective under the 1933 Act. "Registrable Securities" shall mean (i) the Purchased Shares; (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such Purchased Shares; and (iii) any Common Stock issued pursuant to Section 4.2(a). "Registration Statement" shall mean any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such
Certain Additional Definitions. For this Agreement the following terms will have the indicated meanings:
Certain Additional Definitions. In addition, each of the following definitions shall have the respective meanings set forth in the Section of or Exhibit to this Agreement indicated below. Definition Section/Exhibit Accounting Firm 3.2(d)(ii) Additional Consideration 3.1(c)(iv) Agreement Preamble Agreement Payments 3.3 Announcement PR 6.2 Applicable Issuance 3.1(c)(iv) cGMPs 5.1(o)(iv) Cap 7.4(a) Claim 7.2(a) Claim Notice 7.2(a) Closing Date 4.1 Conflict 5.1(c) Consents 6.4 Contingent Consideration Exhibit 3.1(b) Contingent Share Payment Date 3.1(c)(i) Deductible Amount 7.4(b) Disclosure Schedules 5.1 Earnout Exhibit 3.2 Earnout Period Exhibit 3.2 Excess Damages 7.4(c) 8.1 Export Approvals 5.1(p) Fundamental Representations 7.3 Definition Section/Exhibit Guarantee 9.5 Holding Period 3.1(c)(iii) Holding Period Price 3.1(c)(iv) Indemnified Party 7.2(a) Indemnifying Party 7.2(a) In-Licensed IP 5.1(l)(ii) Initial Holding Period 3.1(c)(iii) Issue Price 3.1(c)(ii) Modified Contracts 4.2(a)(viii) MSB Preamble MSB Deliverables 4.2(b) MSB Indemnified Parties 7.1(a) Non-Assignable Asset 6.1(b) Non-Holding Period Shares 3.1(c)(iii) Objection Deadline 7.5(a) Objection Notice 7.5(a) OTI Preamble OTI Deliverables 4.2(a) OTI Indemnified Parties 7.1(b) Parties Preamble Party Preamble Property Taxes 2.1(e)(i) SEC 5.1(q) Securities Act 3.1(c)(iii) Settled Claims 7.5(c) Survival Date 7.3 Third Party Claim 7.2(b) VWAP 3.1(c)(ii)
Certain Additional Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective Sections of this Agreement set forth opposite each such term below. Term Section Additional Units 5.2(b) Affiliated Institution 10.2(f) Agreement preamble Approval Date 17.5 BBA 11.4 Capital Account 5.3 Board Observer 7.3(c)(ix) CEO 9.1 Certificate of Formation recitals Chairman of the Board 7.8 Company preamble Covered Person 10.1(a) Director 7.1 Directors and Observers Schedule 7.3(g) Effective Date preamble First Amended and Restated LLC Agreement recitals Fiscal Year 14.1 Forfeiture Allocations 18.2(e) Holdco recitals Investor Director Nomination Rotation 7.3(c)(i) Losses 10.2(a) Misallocated Item 18.5 Nominating Transferee 7.3(d)(iii) Nomination Waiver 7.3(c)(iv) Officers 9.1 Operational Date 17.5 Original Effective Date recitals Original LLC Agreement recitals Partnership Audit Rules 14.2(b) Partnership Representative 14.2(b) Petition Candidate 7.4(c) Regulator 13.3(b) Regulatory Allocations 18.2(d) Secretary 9.1 Shortfall Amount 11.3 Tax Advances 11.3 Taxing Authority 11.4 Unallocated Item 18.5 Withholding Advances 11.4
