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Capitalized Terms; Headings Sample Clauses

Capitalized Terms; Headings. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Plan of Amalgamation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Employee understands that the Company and Harbor Point are relying upon this Agreement in entering into the Plan of Amalgamation and in proceeding towards consummation of the Amalgamation. Employee further understands that this Agreement shall be binding upon the Employee’s heirs, legal representatives, successors, and permitted assigns. [EMPLOYEE] Acknowledged and agreed as of the date first above written: MAX CAPITAL GROUP LTD. By: Name: Title: HARBOR POINT LIMITED By: Name: Title: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT, AND THERE IS APPLICABLE APPROVAL OR PERMISSION FROM THE BERMUDA MONETARY AUTHORITY. IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS IN THE COMPANY’S BYE-LAWS. A COPY OF SUCH BYE-LAWS WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. Certificate No.: [—] Date: [—], 2010 FOR VALUE RECEIVED, ALTERRA CAPITAL HOLDINGS LIMITED, a Bermuda exempted company (the “Company”) hereby grants to [—] (the “Warrant Holder”) this warrant certificate (this “Warrant”) to purchase, in accordance with the terms set forth herein, [—] shares of the Company’s common shares, initially having a par value of US$1.00 per share (the “Common Shares”), at a price per share equal to US$[—] as adjusted from time to time pursuant to Section 2 hereof (the “Exercise Price”) but at no time shall the Exercise Price be less than the then current par value of any share to be issued pursuant hereto. This Warrant has been amended and restated in accordance with Section 5.14(b)(ii) of that certain Agreement...
Sample 1
Capitalized Terms; Headings. Any capitalized terms used herein that are not defined shall have the meaning ascribed to them in the Plan. The headings of paragraphs in this Agreement are for convenience of reference only and shall not affect its meaning or construction.
Sample 1

Related to Capitalized Terms; Headings

  • Headings and Capitalized Terms Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award. Capitalized terms used, but not defined, in this Award shall be given the meaning ascribed to them in the Plan.

  • Capitalized Terms Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

  • Recitals; Capitalized Terms The foregoing recitals are hereby incorporated by reference. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them as set forth in the Lease.

  • Other Capitalized Terms The following terms shall have the meanings specified in the indicated section of this Agreement: 2011 Audited Financial Statements 5.7(a) Accounting Firm 2.3(d) Action 6.9 Acquisition Proposal 7.8(b) Agreement Preamble Antitrust Law 7.3(b) Audited Financial Statements 5.7(a) Business Recitals Buyer Preamble Buyer Common Stock 2.1(c) Buyer Expenses 9.2(c) Buyer Financial Statements 6.6(a) Buyer Indemnitee 10.2(a) Buyer Objection 11.1(b) Buyer Stockholder Approval 6.3 Buyer Termination Fee 9.2(a) Buyer Triggering Action 7.12(c) Cap 10.3(a) Claims Notice 10.4(b) Closing 3.1 Closing Date 3.1 Closing Date Common Stock Cash Consideration 2.1(c) Commitment Letter 6.11 Common Shares Recitals Company Preamble Company Benefit Plans 5.23(a) Company Representations 10.1 Company Subsidiary 5.3 Competing Business 7.10(b) Confidentiality Agreement 7.2(b) Cut-Off Date 10.1 Deductible Amount 10.3(b) DOJ 7.3(b) EC 7.3(b) Employees 5.24(a) Financial Covenant Conditions 7.15(c) FASB 5.22(c) FDA 5.13(a) FDCA 5.13(f) FIN 48 5.21(d) Final Working Capital 2.3(e) Financial Statements 5.7(a) Financing 6.11 FTC 7.3(b) Holdings 5.2(a) Indemnitee 10.2(b) Indemnitee Parties 10.3(d) Initial Termination Date 9.1(b) Insurance Policies 5.15 Intellectual Property Rights 5.26(b) IP License 5.26(a) Leased Real Property 5.20(b) Leases 5.20(b) Losses 10.2(a) Material Contracts 5.10(a) Medical Device 5.13(f) Notice of Disagreement 2.3(b) OpCo 5.2(a) Owned Property Leases 5.20(a)(ii) Owned Real Property 5.20(a)(i) Partner 5.13(b) Per Common Share Closing Date Cash Consideration 2.1(c) Per Preferred Share Cash Consideration 2.1(c) Per Share Buyer Stock Consideration 2.1(c) Permits 5.12 Post-Closing Covered Tax Returns 11.1(a) Pre-Closing Covered Tax Returns 11.1(a) Preferred Shares Recitals Preferred Stock Consideration 2.1(c) Prior Year Audited Financial Statements 5.7(a) Proceeding 5.13(i) Programs 5.13(i) Property Taxes 11.2 Proxy Statement 7.12(a) Rights Plan 6.14 Seller Indemnitee 10.2(b) Seller Objection 11.1(c) Seller Representations 10.1 Sellers Preamble Sellers’ Expenses 9.2(b) Sellers’ Representative Preamble Shares Recitals Special Meeting 7.12(a) Statement 2.3(a) Stockholders Agreement Recitals Substitute Financing 7.15(b) Tax Claim 11.4 Tax Refund 11.8 Termination Date 9.1(b) Unaudited Financial Statements 5.7(a) WARN 5.24(d) Working Capital Estimate 2.1(b)

  • Capitalized Terms; Interpretive Provisions (a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto or incorporated by reference in the Sale and Servicing Agreement, the Trust Agreement or the Indenture, as the case may be. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

  • SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

  • Captions and Paragraph Headings Captions and paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it.

  • Table of Contents, Headings and Captions The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

  • Table of Contents; Headings The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

  • Capitalized Terms Generally Capitalized terms used in this Annex A and not otherwise defined herein have the meanings assigned to them in the Agreement.

Most Referenced Clauses

Most Referenced Definitions