Cross Reference to Definitions in Agreement. Capitalized terms used in this Amendment and not defined herein or amended by the terms of this Amendment shall have the meaning assigned to such terms in the Agreement.
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ARTICLE I DEFINITIONS 1 SECTION 1.01.
Amendment to Definitions In Section 1.01, amendments are made to the definitions, as follows:
Captions and Cross References; Incorporation by Reference The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Section or Exhibit are to such Section or Exhibit of this Agreement, as the case may be. The Exhibits hereto are hereby incorporated by reference into and made a part of this Agreement.
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.
Amendment to Definition The definition of “Loan Papers” contained in Section 1.1 of the Credit Agreement shall be amended and restated to read in full as follows:
Table of Definitions The following terms have the meanings set forth in the Sections referenced below: Definition Location Acquiror Preamble Acquiror Indemnified Parties 9.2(a) Affected Employees 5.7(a) Agreement Preamble Antitrust Laws 5.9(b) Balance Sheet 3.6(a) Balance Sheet Date 3.6(a) Bylaws 2.4 Cap 9.3(a) Cash-Through Amount 2.2(a) Certificate of Incorporation 2.4 Definition Location Certificate of Merger 2.2(b) Certificates 2.10(d) Claim Notice 9.5(a) Closing 2.2(a) Closing Balance Sheet 2.14(c) Closing Date 2.2(a) Closing Estimate 2.14(a) Closing Working Capital 2.14(b) Company Preamble Company Fundamental Representations 9.1 Confidentiality Agreement 5.8 D&O Indemnified Liabilities 5.12(a) D&O Indemnified Parties 5.12(a) Damages 9.2(a) Debt Commitment Letter 4.5 Debt Financing 4.5 Deductible 9.3(a) Delivery Date 2.14(c) DGCL Recitals Disclosure Schedules Article III Dispute 2.15(a) Dispute Notice 9.5(b), 2.15(a) Dispute Period 2.15(a) Disputed Return 6.4 Dissenting Shares 2.8 Effective Time 2.2(b) Employee Plans 3.10(a) Environmental Laws 3.16(b) Environmental Permits 3.16(b) Equity Commitment Letter 4.5 ERISA 3.10(a) Escrow Agent 7.1(c) Estimated Closing Working Capital 2.14(a) Expiration Date 9.1 Financial Statements 3.6(a) Hazardous Substances 3.16(b) Indemnified Party 9.5(a) Indemnitor 9.5(a) Indemnity Escrow Agreement 7.1(c) J.A.M.S. Rules 10.18(a) Letter of Transmittal 2.10(d) Majority Holders 2.13(b)
Amendments to Section 1: Definitions A. Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order:
Amended Definitions The following definitions in Section 1.01 of the Credit Agreement shall be and they hereby are amended and restated in their respective entireties to read as follows:
Specific Definitions The following terms used in this Agreement 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 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
