Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:
Certain Definitions For purposes of this Agreement, the following terms have the meanings indicated:
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:
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 ------------ -----------------
Captions: Certain Definitions The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement. As used in this Agreement the term “person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.
Interpretation; Certain Defined Terms (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The words "INCLUDE," "INCLUDES" and "INCLUDING" when used herein shall be deemed in each case to be followed by the words "WITHOUT LIMITATION." 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. When reference is made herein to "THE BUSINESS OF" an entity, such reference shall be deemed to include the business of all direct and indirect subsidiaries of such entity. Reference to the subsidiaries of an entity shall be deemed to include all direct and indirect subsidiaries of such entity.
Certain Definitions; Interpretation (a) For purposes of this Agreement, the following terms shall have the following meanings:
Defined Terms; References Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
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
Other Definitional Provisions and Rules of Construction A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.
