Defined Terms Schedules
Defined Terms Schedules Sample Clauses
Related to Defined Terms Schedules
Defined Terms As used in this Agreement, the following terms have the meanings specified below:
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:
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.
Recitals; Defined Terms The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
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 ------------ -----------------
Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:
LIST OF DEFINED TERMS A— Acquisition Proposal 36 Affiliates 6 Agreement 1, 52 Agreement Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Laws 39 Assignee 48 —B— Balance Sheet Date 18 Bank 40 Benefit Plans 19 Book Entry Shares 11 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Date 9 Company 1 Company Board 1 Company Board Recommendation 1 Company Bylaws 15 Company Charter 15 Company Common Stock 1 Company Disclosure Documents 16 Company Disclosure Schedule 15 Company Equity Plans 14 Company Material Adverse Effect 15 Company Restricted Stock 14 Company RSUs 14 Company SEC Reports 17 Company Stock Option 14 Company Stockholder Approval 27 Company Stockholders 1 Company’s Knowledge 19 Confidentiality Agreement 34 Consideration Fund 11 Continuing Director 6 Continuing Employees 37 Contract 17 —D— Debt Financing Letter 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time 9 End Date 43 Environmental Laws 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration Date 3 —F— FDCA 26 Financing 30 Financing Sources 47 Fully Diluted Basis 2 —G— GAAP 17 Good Manufacturing Practices 26 XXX Xxx 00 —I— Indemnified Parties 38 Initial Expiration Date 3 Insured Parties 38 Intellectual Property 22 IRS 20 —K— Knowledge of the Company 19 Knowledge of the Parent 31 —L— Law 2 License-In Contracts 22 License-Out Contracts 22 Loan Agreement 40 —M— Material Contract 18 Maximum Premium 38 MDD 26 Medical Device 26 Merger 1 Merger Consideration 11 Minimum Condition 2 —N— Notice Period 36 —O— Offer 1 Offer Documents 4 Offer Price 1 Offer to Purchase 2 Offering 14 Option Amount 13 Order 22 —P— Parent 1 Parent Disclosure Schedule 28 Parent Material Adverse Effect 28 Parent’s Knowledge 31 Paying Agent 11 Permits 21 Person 12 Post-Closing SEC Reports 42 Prohibited Payment 21 Proxy Statement 10 Purchaser 1 —Q— Qualifying Transaction 45 —R— Real Property 24 Representatives 33 —S— Schedule 14D-9 5 Schedule TO 4 SEC 3 Section 409A 20 Securities Act 8 Securities Exchange Rule 3 Share Acceptance Time 2 Shares 1 Short Form Threshold 10 Special Meeting 10 Subsequent Offering Period 3 Subsidiary 16 Superior Proposal 36 Surviving Corpo 8 —T— Tax 24 Taxes 23, 24 Taxing Authorities 23 Tender and Voting Agreements 1 Termination Fee 45 Top-Up Option 7 Top-Up Option Shares 7 Transactions 1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2010 (the “Agreement Date”), is by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).
Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:
Defined Term Section Action Section 5.11(a) ADS Depositary Section 4.3 Affected Employees Section 5.12(a) Affiliate Section 3.27 Agreement Preamble Antitrust Laws Section 5.4(c) Applicable Laws Section 3.5(a) Assumed Option Section 2.1(c)(iii)(A) Assumed RSU Award Section 2.1(c)(v)(B) Book Entry Share Section 2.1(c)(i) Business Day Section 8.9(k) Cash-Only Shares Section 2.1(c)(i) Certificate of Merger Section 1.1 Class A Ordinary Shares Recitals Class B Ordinary Shares Section 4.3 Closing Section 1.2 Closing Date Section 1.2 Code Section 2.1(c)(iii)(A) Company Preamble Company Acquisition Proposal Section 5.2(a) Company Adverse Recommendation Change Section 5.2(d)(i) Company Benefit Plans Section 3.11(a) Company Certificate Section 2.1(c)(i) Company Common Stock Recitals Company Disclosure Schedule Article 3 Company ESPP Section 5.12(d) Company Material Adverse Effect Section 3.1 Company Material Contract Section 3.23(a) Company Permits Section 3.5(b) Company Permitted Liens Section 3.21(a) Company Preferred Stock Section 3.3 Company Real Property Section 3.5(d) Company Reports Section 3.7(a) Company Representatives Section 5.2(a) Company Restricted Stock Awards Section 2.1(c)(iv) Company Rights Section 2.5 Company Rights Agreement Section 2.5 Company RSU Awards Section 2.1(c)(v) Company Stockholder Approval Section 3.20 Company Stock Option Section 2.1(c)(iii)(A) Company Superior Proposal Section 5.2(d)(ii) Defined Term Section Competition Action Section 5.4(c) Confidentiality Agreement Section 5.2(a) control Section 3.27 Cutoff Date Section 8.9(e) Definitive Financing Agreements Section 5.13(b) Delaware Sub Preamble Deposit Agreement Section 4.3 Derivative Transaction Section 3.25(a) DGCL Recitals Dissenting Shares Section 2.1(c)(vii) Dissenting Stockholder Section 2.1(c)(vii) DLLCA Recitals Effective Time Section 1.1 Environmental Laws Section 3.13(a) ERISA Section 3.11(a) ERISA Affiliate Section 3.11(c) Equity Compensation Exchange Ratio Section 2.1(c)(i) Exchange Act Section 3.4 Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) Exchange Ratio Section 2.1(c)(i) Excluded Shares Section 2.1(c)(ii) FCPA Section 3.5(e) Fee Section 7.5(b) Final Parent Stock Price Section 2.1(c)(i) Financing Section 5.13(a) Financing Commitments Section 5.13(a) Financing Sources Section 5.13(a) Form F-6 Section 5.7(a) Form S-4 Section 5.7(a) GAAP Section 3.7(b) Governmental Entity Section 3.6(b) Governmental Official Section 3.5(e) Hazardous Materials Section 3.13(b) HSR Act Section 3.6(b) Indemnified Party(ies) Section 5.11(a) IRS Section 3.11(a) Liens Section 3.4 Material Adverse Effect Section 8.9(c) Merger Recitals Merger Consideration Section 2.1(c)(i) Merger Sub Preamble New Financing Commitments Section 5.13(a) Non-U.S. Antitrust Laws Section 5.4(a)(i) Non-U.S. Company Benefit Plan Section 3.11(a) vi Defined Term Section Non-U.S. Parent Benefit Plan Section 4.11(a) NYSE Recitals OFAC Section 3.5(f) Parent Preamble Parent ADS Recitals Parent Adverse Recommendation Change Section 5.16(d)(i) Parent Alternative Proposal Section 5.16(a) Parent Benefit Plans Section 4.11(a) Parent Disclosure Schedule Article 4 Parent Material Adverse Effect Section 4.1 Parent Material Contract Section 4.23(a) Parent Options Section 4.3 Parent Permits Section 4.5(b) Parent Permitted Liens Section 4.21(a) Parent Real Property Section 4.5(d) Parent Representatives Section 5.16(a) Parent Reports Section 4.7(a) Parent Shareholder Approval Section 4.20 Parent Superior Proposal Section 5.16(d)(ii) Parent UK Prospectus Section 5.7(d)(i) Per Share Cash-Only Additional Cash Amount Section 2.1(c)(i) Per Share Cash Amount Section 2.1(c)(i) Per Share Stock Amount Section 2.1(c)(i) Person Section 3.5(e) PFIC Section 4.10(b) Proxy Statement/Prospectus Section 5.7(a) Regulatory Filings Section 3.6(b) Required Jurisdiction Section 6.1(b)(iii) Returns Section 3.10(a) Rule 16b-3 Section 5.9 Xxxxxxxx-Xxxxx Act Section 3.7(a) SEC Section 3.7(a) Securities Act Section 3.6(b) Significant Subsidiary Section 3.4 Subsidiary Section 8.9(d) Surviving Entity Section 1.1 tax(es) Section 3.10(f) Third Party Provision Section 8.3 to the knowledge of Section 8.9(b) UK FSMA Section 2.2(b)(i) UK Prospectus Rules Section 5.7(d)(i) UKLA Section 5.7(d)(i) U.S. Company Benefit Plan Section 3.11(a) U.S. Parent Benefit Plan Section 4.11(a) AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 6, 2011, is by and among Ensco plc, a public limited company organized under the laws of England and Wales (“Parent”), Pride International, Inc., a Delaware corporation (the “Company”), ENSCO Ventures LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and ENSCO International Incorporated, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Delaware Sub”).
