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 Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 P...
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, “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, 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. 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
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 Warrant, the following capitalized terms shall have the following meanings:
