2Additional Defined Terms Sample Clauses

2Additional Defined Terms. For purposes of this Agreement, the following terms have the meanings specified in the indicated Section of this Agreement: Defined Term Section Adjustment Calculation Section 2.4(a) Adjustment Notice Section 2.4(a) Affiliate Indemnified Party Section 11.2 Agreement Preamble Antitrust Laws Section 5.3(b) ARIAD SWISSCO Balance Sheet Section 3.6(a)(i) ARIAD US Preamble Audited Consolidated Balance Sheets Section 5.8 Audited Consolidated Financial Statements Section 5.8 Carve Out Restructuring Section 5.7 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Claim Notice Section 8.3(a) Closing Section 2.5 Closing Balance Sheet Section 2.4(a) Closing Date Section 2.5 Closing Date Payment Section 2.2 Closing Net Cash Statement Section 2.4(a) Closing Net Working Capital Statement Section 2.4(a) Company Preamble Company Balance Sheet Section 3.6(a)(ii) Company Information Section 11.1(b) Company Intellectual Property Section 3.11(a) Company Interim Balance Sheet Section 3.6(a)(iii) Confidentiality Agreement Section 11.1(a) Continuation Period Section 10.1(a) Controlling Party Section 8.3(d) Dispute Notice Section 2.4(c)(ii) Estimated Closing Net Cash Section 2.3(a) Estimated Closing Net Working Capital Section 2.3(b) FCPA Section 3.18 Final Closing Net Cash Section 2.4(f) Final Closing Net Working Capital Section 2.4(f) Financial Statements Section 3.6(a) Indemnified Party Section 8.3(a) Indemnifying Party Section 8.3(a) Independent Accounting Firm Section 2.4(e) Initial Purchase Price Section 2.2 Leased Real Property Section 3.10(a) Material Contracts Section 3.12(a) Material Customers Section 3.22(a) Non-controlling Party Section 8.3(d) Other Consolidated Financial Statements Section 5.8 Purchase Price Section 2.2 Purchaser Preamble Purchaser Indemnified Parties Section 8.1 Real Property Leases Section 3.10(a) Resolution Period Section 2.4(e) Seller Preamble Seller Disclosure Schedule Article 3 Seller Indemnified Parties Section 8.2 Subsidiary Shares Section 3.4(b) Swiss Tax Rulings Section 9.1(a) Third Party Claim Section 8.3(b) Transferred Employees Section 10.1(a) Transferred Former Employees Section 10.1(a) Warranted Leased Real Property Section 3.10(b)
Sample 1
AutoNDA by SimpleDocs
2Additional Defined Terms. In addition to the terms defined in Section 1.1, the following terms shall have the respective meanings assigned thereto in the sections indicated below: Defined TermSection Closing Section 3.1 Common Stock Recitals Company Preamble Company SEC Documents Section 4.11(a) Exchange Act Section 4.11(a) Investor Preamble Lock-Up Securities Section 9.1 Lock-Up Term Section 9.1 Modified Clause Section 10.7 Permits Section 4.10 Registration Notice Section 9.2(b) Defined TermSection Required Period Section 9.2(e) Required Registration Section 9.2(a) SEC Section 4.7 Securities Act Section 4.11(a) Shares Section 2.1 Subsidiaries Section 4.3 Violation Section 9.2(j)(i)
Sample 1
2Additional Defined Terms. In addition to the terms defined in Section 1.1 hereof, the following terms shall have the respective meanings assigned thereto in the sections indicated below: ​ ​​ Defined TermSection 2019 Shares Section 5.8 Closing Section 3.1 Closing Date Section 3.1 Common Stock Preamble Company Preamble Company SEC Documents Section 4.11(a) Investor Preamble Modified Clause Section 11.6 Shares Section 2.1 Signing Date Preamble ​ ​ ​
Sample 1
2Additional Defined Terms. In addition to the terms defined in Section 1.1 hereof, the following terms shall have the respective meanings assigned thereto in the sections indicated below: ​ ​ ​ ​ Defined Term Section By-laws ​ Section 3.2(a) Charter ​ Section 3.2(a) Closing ​ Section 3.1 Closing Date ​ Section 3.1 ​ ​ ​ Defined Term Section Code ​ Section 4.25 Common Stock ​ Recitals Company ​ Preamble Company SEC Documents ​ Section 4.11(a) Company Studies and Trials ​ Section 4.21(b) DPA ​ Section 4.31 ERISA ​ Section 4.25 Enforceability Exceptions ​ Section 4.4(b) Environmental Laws ​ Section 4.26 Existing Business ​ Section 10.5 FDA ​ Section 4.21(b) Investor ​ Preamble Investor Group ​ Section 10.5 Intellectual Property Rights ​ Section 4.22 Intellectual Property Assets ​ Section 4.22 IT Systems and Data ​ Section 4.29 Modified Clause ​ Section 11.6 OFAC ​ Section 4.20 Shares ​ Section 2 Signing Date ​ Preamble Subsidiary/Subsidiaries ​ Section 4.3 ​
Sample 1

Related to 2Additional Defined Terms

  • Additional Defined Terms Section 1.01 of the Credit Agreement is hereby further amended and supplemented by adding the following new definitions, which read in their entirety as follows:

  • Certain Additional Defined Terms In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------

  • Additional Definitions The following terms have the meanings given below:

  • Additional Definition Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:

  • 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 Section 2.7(c)(iv) Agreement Preamble Budget Commitment Section 2.8(b) Certificate of Merger Section 2.4 CGCL Section 3.2(a) Change in the Company Recommendation Section 6.4(b) Claim Certificate Section 9.4(a) Claim Dispute Notice Section 9.4(b) Closing Section 2.3 Closing Date Section 2.3 Closing Date Schedule Section 2.7(b) Company Preamble Company Board of Directors Section 4.2(a) Company Board Recommendation Section 4.2(b) Company Certificates Section 2.6(b)(ii) Company Disclosure Schedule Article IV Company Financial Statements Section 4.5(a) Company Indemnified Parties Section 6.6(a) Company Material Contract(s) Section 4.14(a) Company Stockholder Approval Recitals Consideration Spreadsheet Section 6.12 Continuing Employee Section 6.13(a) Determination Section 2.7(c)(iv) Dispute Notice Section 2.7(c)(ii) Dissenting Shares Section 3.2(a) Effective Time Section 2.4 Effectiveness Period Section 2.9(d) Employee Options Payment Amount Section 3.1(a)(iii) Enforceability Exceptions Section 4.2(a) Equityholders Representative Recitals Estimated Closing Debt Section 2.7(a) Estimated Net Working Capital Amount Section 2.7(a) Estimated Net Working Capital Deficit Section 2.7(a) Estimated Net Working Capital Surplus Section 2.7(a) Estimated Unpaid Company Transaction Expenses Section 2.7(a) Excess Payment Section 2.7(d)(ii) Expiration Date Section 9.1 FCPA Section 4.22(a) Holder of Registrable Securities Section 2.9(g) Indemnitee Section 9.5 Indemnitor Section 9.5 Invoice Section 6.10 Joinder and Release Agreement Recitals Lease Section 4.15 Leased Real Property Section 4.15 Letter of Transmittal Section 3.1(b)(i) Liens Section 4.11(e) Major Suppliers Section 4.23 Material Product and Trial Information Section 4.21(g) Merger Recitals Term Section Merger Sub Preamble New Plans Section 6.13(b) 6.13(b) Non-Competition and Non-Solicitation Agreements Recitals Non-Solicitation Agreement Recitals Offer Letter Recitals Option Cancellation Agreement Section 3.1(a)(iii) Option Consideration Section 2.6(d)(i) Option Payment Section 2.6(d)(i) Option Shares Section 2.6(d)(i) Optionholder Section 2.6(d)(i) Optionholder Deliverables Section 3.1(b)(ii)B Options Payment Amount Section 2.6(d)(i) Outside Date Section 8.1(d) Parent Preamble Parent Acquisition Section 2.8(c)(ii) Parent Disclosure Schedule Article V Parent Prepared Returns Section 6.8

  • Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:

  • Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Certain Defined Terms Used in Lock-up Agreement For purposes of the letter agreement to which this Annex A is attached and of which it is made a part:

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

  • Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!