2Terms Defined Elsewhere in this Agreement Sample Clauses

2Terms Defined Elsewhere in this Agreement. For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: ​ ​ ​ ​ 2022 MIP Payments 6.9(a) Actions 6.3(c) Agreement Preamble Audited Financial Statements 4.6(a) Balance Sheet Date ‎4.6 Book-Entry Share 2.8(a) Buyer Preamble Buyer Arrangements 6.16 Buyer Documents ‎5.3 Buyer Plans ‎6.9(a) Buyer Released Parties 8.3(d) Certificate of Merger ‎2.3 Chosen Courts 9.3(b) Clean Team Agreement 6.5 Closing ‎2.2 Closing Date ‎2.2 Closing Statement ‎3.2(b) Company Preamble Company Disclosure Schedules ‎Article IV Company Documents ‎4.2 Company Pension Plan ‎4.13(b) Confidentiality Agreement ‎6.5 Commitment Letter 5.7(a) Financial Statements 4.6(a) Financing 5.7(a) Financing Commitments 5.7(a) Designated Contacts ‎6.1(a) DGCL Recitals Dissenting Shares 2.11 Dispute Notice ‎3.2(c) DLA 9.10(a) Effect 1.1 (in definition of Material Adverse Effect) Effective Time ‎2.3 Environmental Permits ‎4.18 Equitable Exceptions ‎4.2 Estimated Cash Estimated Debt ‎3.2(a) 3.2(a) Estimated Statement ‎3.2(a) Estimated Transaction Expenses ‎3.2(a) Estimated Working Capital ‎3.2(a) FCPA ‎4.17 Fee Letters 5.7(a) Final Cash ‎3.2(e) Final Debt ‎3.2(e) ​ ​ ​ Final Transaction Expenses ‎3.2(e) Financial Statements ‎4.6 Financing 5.7(a) Financing Commitments 5.7(a) Incremental Financing Cooperation Requirement 6.12(c) Indemnitees ‎6.6(a) Initial Termination Date ‎8.1(b)(i) K&L Gates 9.10(a) Leased Real Property 4.9(a) Letter of Transmittal 3.1(a)(i) Material Contracts ‎4.12(a) Material Customer 4.20(a) Material Supplier 4.20(a) Merger Recitals Merger Payout Schedule 3.2(a) Merger Sub Preamble Net Negative Purchase Price Adjustment Amount ‎3.2(f) Net Positive Purchase Price Adjustment Amount ‎3.2(f) Neutral Accountant ‎3.2(d) Non-Parties ‎9.11 Owned Intellectual Property 4.11(b) Owned Real Property ‎4.9(b) Paying Agent Agreement ‎3.1(a) Primary Indemnitors ‎6.6(a) Privileged Communications ‎9.10(b) Purchase Price Adjustment ‎3.2(f) R&W Insurance Policy 6.15 Real Property Lease ‎4.9(a) Released Parties 9.13 Releasing Parties 9.13 Registered IP 4.11(a) Representative Losses ‎9.15(e)(ii) Required Amount 5.7(b) Seller Group ‎9.10(a) Specified Documents ‎9.4 Stifel 4.24 Stockholder ‎2.9(a) Stockholder Approval Recitals Stockholder Consent Recitals Stockholder Representative Preamble Surviving Corporation ‎2.1 Termination Date ‎8.1(b)(i) Unaudited Financial Statements 4.6(a) Waived 280G Benefits Waiving Parties 6.15 9.10(a) ​ ​ ​
Sample 1
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2Terms Defined Elsewhere in this Agreement. For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: 280G Approval ‎7.12 Acquired Company Tax Proceeding ‎7.10(e) Acquisition Proposal ‎7.14 Acquisition Target 1.1(a) (in definition of Acquisitions Pipeline Schedule) Act Preamble Advent Principal 7.5(b) Agreement Preamble Alternative Recovery 10.5 Audited Financial Statements 4.6(a) Balance Sheet Date 4.6(a) Buyer Preamble Buyer Arrangements 7.13 Buyer Documents 6.3 Buyer Indemnified Parties 10.1 Buyer Plans 7.8(a) Certificate of Merger 2.3 Closing 2.2 Closing Date 2.2 Closing Statement 3.2(b) COBRA 4.15(d) Company Preamble Company Disclosure Schedules Article IV Company Documents 4.2 Company’s 401(k) Plan 7.8(e) Confidentiality Agreements 7.5(a) Continuing Employees 7.8(a) Covered Acquired Company Tax Proceeding ‎7.10(e) COVID-19 Response 7.2(d) D&O Indemnitees 7.6(a) D&O Indemnitor 7.6(a) Data Room 1.3(a)(ix) Deductible 10.3(a)(i) Designated Contacts 7.1(a)
Sample 1
2Terms Defined Elsewhere in this Agreement. The following terms have the meanings set forth in the following Sections: 2020 Annual Report Section 5.5 Agreement Preamble Closing Section 4.2(a) Collection Bank Account Section 6.2(b)(ii) Confidential Information Section 9.9(a) Controlling Shareholder Preamble Disclosing Party Section 9.9(c) Dispute Section 9.3(a) Effective Refinancing Date Section 4.2(a) Escrowed Documents Section 4.1(d) ESOP Section 5.8(a) Holder Preamble Holder Director Section 4.1(c) Insolvent Section 5.6 Intellectual Property Section 5.17 Issuer Preamble Non-Required Consents and Approvals Section 5.3 ​ ​ ​ ​ Note Exchange Section 3.1(a) Original Maturity Date Recitals Original Note Recitals Original Note Purchase Agreement Recitals Parties Preamble Party Preamble Refinancing Recitals Refinancing Condition Section 4.1 Restricted Persons Section 6.2(f)(i) Returns Section 5.20 Standstill Period Section 2.1 Statutory Demand Recitals Termination Event Section 8.1 Warrant Recitals ​
Sample 1

Related to 2Terms Defined Elsewhere in this Agreement

  • Terms Defined Elsewhere in this Agreement For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Section AAA Accounts Receivable 12.5 2.1(i) Agreement Preamble Arbitrator 12.5 Assumed Liabilities 2.3 Belgian Activities 1.1 (in Business definition) Closing 5.1(a) Closing Date 5.1(a) Confidentiality Agreement 12.7 Covenant Survival Period 10.1(b) Decision Disputes Elop 12.5 12.5 6.8(ii) Escrow Agent 10.5 Escrow Agreement 10.5 Escrow Fund 10.5 Exchange Act 1.1 (in Affiliate definition) Excluded Assets 2.2 Excluded Liabilities 2.4 Extraordinary Damages Financial Statements 1.1 (in Damages definition) 6.4(a) Foreign Tax Withholding Certificate 8.11 IAS 6.4(v) Indemnification Claim 10.4(b) IRI Project 6.8(ii) ISA 6.4(iii) MediVision ESE Report 6.4(i) MediVision Product 6.17 MediVision Product Certifications 6.18 MediVision Recommendation 6.2(ii) OCS Funded Technology 6.15(i) Post-Closing Covenants 10.1(b) Pre-Closing Covenants 10.1(b) Pre-Closing Tax Period 11.3(a) Purchased Assets 2.1 Purchased Shares 3.1 Purchased Trade Secrets 6.8(iii) Purchaser Preamble Purchaser Documents 7.2(i) Purchaser Indemnified Parties 10.2(a) Seller Preamble Seller Disclosure Letter 6 Seller Documents 6.2(i) Seller Indemnified Parties 10.3(a) Seller Material Adverse Effect 6.1 Seller Material Agreements 6.9(iii) Software Products 6.8(vi) Subsidiary 6.1 Survival Period 10.1(b) Tax 6.16 Tax Claim 11.4(b) Tax Return 6.16 Termination Date 5.2(a) Total Consideration 4.1 Transaction Documents 7.2(i) Transfer Taxes 11.1 Warranty Survival Period 10.1(a)

  • Terms Defined in this Agreement The following terms when used in this Agreement shall have the following definitions:

  • Defined Terms Used in this Agreement In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

  • Terms Defined Elsewhere As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table: Agreement Preamble Applicable Date 4.5(a) Book-Entry Shares 3.3(b)(ii) Certificate of Merger 2.2(b) Certificates 3.3(b)(i) Change of Control Amendment 6.23(c)(ii) Change of Control Amendment Consent Fee 6.23(c)(ii) Closing 2.2(a) Closing Date 2.2(a) Code Recitals Company Preamble Company 401(k) Plan 6.9(f) Company Affiliate 9.10 Company Alternative Acquisition Agreement 6.3(d)(iv) Company Board Recitals Company Board Recommendation 4.3(a) Company Capital Stock 4.2(a) Company Change of Recommendation 6.3(d)(vii) Company Common Stock Recitals Company Contracts 4.19(b) Company Designees 2.7(a) Company Designated Stockholder Recitals Company Disclosure Letter Article IV Company Employee 6.9(b) Company FA 4.22 Company Independent Petroleum Engineers 4.17(a) Company Intellectual Property 4.14(a) Company Material Adverse Effect 4.1 Company Material Leased Real Property 4.15 Company Material Real Property Lease 4.15 Company Owned Real Property 4.15 Company Permits 4.9(a) Company Preferred Stock 4.2(a) Company Related Party Transaction 4.24 Company Reserve Report 4.17(a) Company Restructuring Transactions Recitals Company SEC Documents 4.5(a) Company Senior Notes Recitals Company Stakeholders’ Pro Forma Equity Percentage 5.22 Company Stock Award 3.2(a) Company Stockholders Meeting 4.4 Company Tax Certificate 6.18(b) Confidentiality Agreement 6.7(b) Creditors’ Rights 4.3(a) days 9.4(e) Designated Stockholder Support Agreement Recitals DGCL 2.1 Dismissal Order 6.24(a)(v) D&O Insurance 6.10(d) DTC 3.3(b)(ii) e-mail 9.3 Effective Time 2.2(b) Eligible Shares 3.1(b)(i) Exchange Agent 3.3(a) Exchange Consideration 6.23(a) Exchange Fund 3.3(a) Exchange Offer Recitals Exchange Offer Expiration Date 6.23(c) Exchange Prospectus 4.8 Exchange Ratio 3.1(b)(i) Exchange Registration Statement 4.8 Excluded Employees 6.9(b) Excluded Shares 3.1(b)(iii) GAAP 4.5(b) HSR Act 4.4 Indemnified Liabilities 6.10(a) Indemnified Persons 6.10(a) Involuntary Insolvency Event Date 6.24(a)(v) Joint Proxy Statement 4.4 Letter of Transmittal 3.3(b)(i) made available 9.4(e) Material Company Insurance Policies 4.20 Material Parent Insurance Policies 5.20 Measurement Date 4.2(a) Merger Recitals Merger Consideration 3.1(b)(i) Merger Registration Statement 4.8 Merger Sub Preamble Merger Sub Board Recitals Minimum Participation Condition 6.23(a) New Financing 6.22 Non-Cancelled Shares 3.1(b)(iii) Note Consents 6.23(c) Note Waivers 6.23(c) Notes Exchange Agent 6.23(f) Other Indenture Amendments 6.23(c)(iii) Outside Date 8.1(b)(ii) Parent Preamble Parent 401(k) Plan 6.9(f) Parent Affiliate 9.10 Parent Alternative Acquisition Agreement 6.4(d)(iii) Parent Board Recitals Parent Board Recommendation 5.3(a) Parent Capital Stock 5.2 Parent Change of Recommendation 6.4(d)(vi) Parent Common Stock Recitals Parent Contracts 5.19(b) Parent Designees 2.7(a) Parent Disclosure Letter Article V Parent Equity Plan 5.2(a) Parent FA 5.22 Parent Independent Petroleum Engineers 5.17(a) Parent Intellectual Property 5.14(a) Parent Material Adverse Effect 5.1 Parent Material Leased Real Property 5.15 Parent Material Real Property Lease 5.15 Parent Owned Real Property 5.15 Parent Permits 5.9(a) Parent Preferred Stock 5.2(a) Parent Right 3.1(b)(iv) Parent Related Party Transaction 5.24 Parent Reserve Report 5.17(a) Parent SEC Documents 5.5(a) Parent Series A Junior Participating Preferred Stock 3.1(b)(iv) Parent Stock Issuance Recitals Parent Stockholders Meeting 4.4 Parent Tax Certificate 6.18(b) pdf 2.2 Registration Statements 4.8 Rights-of-Way 4.16 Second Request 6.8(c) Supplemental Indenture Effective Date 6.23(j) Supporting Noteholders Recitals Surviving Corporation 2.1 Tail Period 6.10(d) Tax Plan Recitals Tax Plan Record Date 3.1(b)(iv) Terminable Breach 8.1(b)(iii) Transaction Expense Fee Recitals Transaction Support Agreement Recitals Transaction Litigation 6.11

  • Terms Defined in the Original Agreement Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment.

  • ARTICLE I DEFINITIONS 1 SECTION 1.01.

  • Terms Defined in the Credit Agreement All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

  • In this Agreement Any external loan, security, compensation, covenant or other compensation liabilities of the Pledgor’s (1) is required to be repaid or performed prior to the due date due to default; or (2) is due but cannot be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgor’s capacity to perform the obligations herein is affected.

  • NOW THIS AGREEMENT WITNESSETH AS FOLLOWS In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Contract referred to.

  • Conditions to Effectiveness of this Agreement This Agreement shall become effective on and as of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditions: (a) The Administrative Agent and the Incremental Term Lender shall have received from the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of Xxxxxx & Bird LLP, as special counsel for the Loan Parties and Xxxx Plant Xxxxx, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Date.

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