Definitional and Interpretative Provisions. (a) Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For the purposes of this Agreement, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term; (ii) references to the terms Article, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (iii) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires; (iv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive; (vii) the word “since” when used in this Agreement in reference to a date shall be deemed to be inclusive of such date; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such person’s successors and permitted assigns; (xi) references to “$” shall mean U.S. dollars; (xii) any reference to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the day at the end of the period is not a Business Day, then such period shall end on the close of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto has participated in the negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreement.
Appears in 5 contracts
Samples: Voting Agreement (Gund Gordon), Voting Agreement (Kellanova), Voting Agreement (Kellanova)
Definitional and Interpretative Provisions. (a) Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.
(b) For the purposes of this Agreement, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term; (ii) references to the terms Article, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (iii) the The words “hereof,” “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.
(c) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.
(d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context otherwise requires; . Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(ive) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (v) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; ,” whether or not they are in fact followed by those words or words of like import.
(vif) unless otherwise specifically provided for herein, The use of the term word “or” shall not be deemed to be exclusive; exclusive unless expressly indicated otherwise.
(viig) the The word “sinceparty” when used in shall, unless the context otherwise requires, be construed to mean a party to this Agreement in Agreement. Any reference to a date party to this Agreement or any other agreement or document contemplated hereby shall be deemed to be inclusive of include such date; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such personparty’s successors and permitted assigns; .
(xih) Unless otherwise specifically indicated, all references to “dollars” or “$” shall mean U.S. dollars; (xii) any reference refer to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the day at the end lawful currency of the period is not a Business Day, then such period shall end on the close of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto has participated in the negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this AgreementUnited States.
Appears in 2 contracts
Samples: Merger Agreement (Brocade Communications Systems Inc), Merger Agreement (Avago Technologies LTD)
Definitional and Interpretative Provisions. (a) Capitalized terms used but not defined herein shall have Unless the respective meanings set forth in the Merger Agreement.
(b) For the purposes context of this AgreementAgreement otherwise requires, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms words of such terms and to the masculine as well as to the feminine and neuter genders of such termany gender include each other gender; (ii) references to words using the terms Articlesingular or plural number also include the plural or singular number, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specifiedrespectively; (iii) the words terms “hereof,” “herein,” “hereby,” “hereto” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires; (iv) the word terms “extentArticle”, “Exhibit”, “Schedule” in the phrase or “Section” refer to the extent” shall mean the degree to which a subject specified Article or other thing extendsSection of, and such phrase shall not mean simply “if”or Exhibit or Schedule to, this Agreement; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation,”; (vi) unless otherwise specifically provided for herein, the term word “or” shall be disjunctive but not exclusive; and (vii) unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” are not exclusive.
(b) The table of contents and headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(c) Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto (subject to the terms and conditions to the effectiveness of such amendments contained herein and therein); provided, that such amendments and other modifications thereto have been made available to the other party prior to the date hereof.
(d) Words denoting natural persons shall be exclusive; deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns.
(viie) Unless the word context otherwise requires, all references in this Agreement to the Subsidiaries of a Person will be deemed to include all direct and indirect Subsidiaries of such Person.
(f) Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(g) When used herein, references to “sinceordinary course” when or “ordinary course of business” will be construed to mean “ordinary course of business, consistent with past practices.”
(h) Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented and (in the case of statutes) to any rules or regulations promulgated thereunder, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date).
(i) The language used in this Agreement in reference to a date shall be deemed to be inclusive the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.
(j) Whenever this Agreement refers to a number of days, such date; (viii) references number shall refer to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such person’s successors and permitted assigns; (xi) references to “$” shall mean U.S. dollars; (xii) any reference to “days” means calendar days unless Business Days are expressly specified; .
(xiiik) when When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; excluded and, other than with respect to Section 6.02(d), if the last day at the end of the such period is not a Business Day, then such the period shall end on the close next succeeding Business Day. The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date. If no corresponding date exists, then the end date of such period being measured will be the next immediately actual date of the following Business Day; month or year (xivfor example, one month following May 18 is June 18 and one month following May 31 is July 1).
(l) references in this Agreement The phrase “to specific Laws the extent” shall mean the degree to which a subject or to specific provisions of Laws shall include all rules and regulations promulgated thereunderother thing extends, and any statute such phrase shall not mean simply “if”.
(m) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.
(n) All Exhibits and Schedules annexed hereto or referred to herein or are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.
(o) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or instrument referred document contemplated hereby shall include such party’s successors and permitted assigns.
(p) Unless otherwise specifically indicated, all references to herein “dollars” or “$” shall mean refer to the lawful currency of the United States.
(q) The phrase “made available” with respect to documents shall be deemed to include any documents (i) filed with or furnished to the SEC or (ii) provided in a virtual “data room” established by the Company or its Representatives in connection with the Transactions, in the case of each of clauses (i) and (ii), at least two (2) Business Days prior to the date hereof.
(r) References to any Contract are to such statute Contract as amended, modified or supplemented (including by waiver or consent) from time to time amendedin accordance with the terms hereof and thereof; provided, modified or supplementedthat such amendments, including by succession of comparable successor statutes; modifications and (xv) all terms defined in this Agreement shall supplements thereto have been made available to the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of party prior to the parties hereto has participated in the negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreementdate hereof.
Appears in 1 contract
Samples: Merger Agreement (Model N, Inc.)
Definitional and Interpretative Provisions. (a) Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.
(b) For the purposes of this Agreement, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term; (ii) references to the terms Article, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (iii) the The words “hereof,” “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.
(c) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.
(d) If the date on which any action is required to be taken hereunder by any party hereto is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.
(e) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context otherwise requires; . Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(ivf) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (v) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,” whether or not they are in fact followed by those words or words of like import.
(g) The use of “commercially reasonable efforts” on the part of any party hereto shall not be deemed to include: (i) entering into any settlement, undertaking, consent decree, consent agreement, consent order, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby; or (viii) unless divesting or otherwise specifically provided for hereinholding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the term foregoing) with respect to any of Purchaser’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties.
(h) The use of the word “or” shall not be deemed inclusive.
(i) Any rule of construction to the effect that ambiguities are to be exclusive; resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(viij) the word “since” when used in this Agreement in reference to a date shall be deemed to be inclusive of such date; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such person’s successors and permitted assigns; (xi) references to The symbol “$” shall mean U.S. dollars; (xii) any reference refer to “days” means calendar days Canadian Dollars unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the day at the end of the period is not a Business Day, then such period shall end on the close of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto has participated in the negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreementstated otherwise.
Appears in 1 contract
Samples: Arrangement Agreement (Thompson Creek Metals CO Inc.)
Definitional and Interpretative Provisions. The following provisions will be applied wherever appropriate herein: (a) Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.
(b) For the purposes of this Agreement, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term; (ii) references to the terms Article, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (iii) the words “hereofherein,” “hereinhereby,” “hereunder,” “hereof” and “hereunder” and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole in its entirety and not solely to the particular portion of this Agreement in which such word is used; (b) all definitions set forth in this Agreement will be deemed applicable whether the words defined are used in the singular or the plural; (c) wherever used, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (d) all accounting terms not specifically defined will be construed in accordance with GAAP; (e) this Agreement will be deemed to have been drafted by the Parties and this Agreement will not be construed against any Party as the principal draftsperson; (f) any references to a particular provision Section, Article or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless another agreement is specified; (g) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions will, when the context requires, be considered citations to such statutes, regulations or provisions directly or indirectly superseding such statutes, regulations or provisions; (h) the Exhibits and the Disclosure Schedule attached to this Agreement are incorporated by reference and will be considered part of this Agreement, unless the context otherwise requires; (ivi) the headings in this Agreement are for convenience of identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision; (j) unless otherwise expressly provided, wherever the consent of any Person is required or permitted, such consent may be withheld in such Person’s sole and absolute discretion; (k) “including” means “including, without limitation;” (l) the words “in the ordinary course of business” and “in the ordinary course of business consistent with past practice” shall be construed to mean the ordinary course of business of the Company, consistent in nature, scope and magnitude with past practices; (m) the phrase “made available” shall be construed to mean uploaded to the Data Room at least one Business Day prior to the Effective Date and that Purchaser and its representatives have had continuous access to such materials; and (n) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall does not mean simply “if”; (v) whenever .” The disclosure of any matter or item in the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) unless otherwise specifically provided for herein, the term “or” shall Disclosure Schedule will not be deemed to constitute an acknowledgement that any such matter is required to be exclusive; (vii) the word “since” when disclosed or is otherwise material. Any capitalized terms used in this Agreement in reference to a date shall be deemed to be inclusive of such date; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such person’s successors and permitted assigns; (xi) references to “$” shall mean U.S. dollars; (xii) any reference to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the day at the end of the period is not a Business Day, then such period shall end on the close of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein Exhibit or in any agreement or instrument referred to herein shall mean such statute the Disclosure Schedule but not otherwise defined therein, will have the meaning as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall Agreement. The Parties have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto has participated jointly in the negotiation and drafting of this Agreement. If an any ambiguity or question of intent or interpretation arises, the entirety of this Agreement shall will be construed as if it is -81- NAI-1502820106v1 drafted jointly by all the parties heretoParties, and no presumption or burden of proof shall will arise favoring or disfavoring any party hereto Party by virtue of the authorship of any of the provisions of this Agreement. Section 11.11.
Appears in 1 contract
Samples: Equity Purchase Agreement
Definitional and Interpretative Provisions. (a) Capitalized terms used but not defined herein shall have Unless the respective meanings set forth in the Merger Agreement.
(b) For the purposes context of this AgreementAgreement otherwise requires, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms words of such terms and to the masculine as well as to the feminine and neuter genders of such termany gender include each other gender; (ii) references to words using the terms Articlesingular or plural number also include the plural or singular number, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specifiedrespectively; (iii) the words terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the terms “hereunderArticle” or “Section” refer to the specified Article or Section of this Agreement; (v) the word “including” shall mean “including, without limitation,” and words (vi) the word “or” shall be disjunctive but not exclusive.
(b) Unless the context of similar import when this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.
(c) Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder.
(d) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.
(e) Whenever this Agreement refers to a number of days, such number shall refer to this Agreement as a whole and not to any particular provision of this Agreement, calendar days unless the context otherwise requires; Business Days are specified.
(ivf) the The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; .
(vg) whenever All accounting terms used herein and not expressly defined herein shall have the words “include,” “includes” meanings given to them under GAAP.
(h) All Exhibits and Schedules annexed hereto or “including” referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement, they shall be deemed to be followed by the words “without limitation”; .
(vii) unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive; (vii) the The word “sinceparty” when used in shall, unless the context otherwise requires, be construed to mean a party to this Agreement in Agreement. Any reference to a date party to this Agreement or any other agreement or document contemplated hereby shall be deemed to be inclusive of include such date; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such personparty’s successors and permitted assigns; .
(xij) Unless otherwise specifically indicated, all references to “dollars” or “$” shall mean U.S. dollars; (xii) any reference refer to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the day at the end lawful currency of the period is not a Business Day, then such period shall end on the close of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto has participated in the negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this AgreementUnited States.
Appears in 1 contract
Samples: Merger Agreement (Cbeyond, Inc.)
Definitional and Interpretative Provisions. (a) Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.
(b) For the purposes of this Agreement, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term; (ii) references to the terms Article, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (iii) the The words “hereof,” “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.
(c) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.
(d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context otherwise requires; . Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(ive) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (v) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; ,” whether or not they are in fact followed by those words or words of like import.
(vif) unless otherwise specifically provided for herein, The use of the term word “or” shall not be deemed to be exclusive; inclusive.
(viig) the word “since” when used Any dollar thresholds indicated in this Agreement in reference to a date shall not be an admission or reflective of what is or may be deemed to be inclusive of such date; material or a “Material Adverse Effect.”
(viiih) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such person’s successors and permitted assigns; (xi) All references to “$” or “dollars” herein shall mean U.S. dollars; be references to lawful currency of the United States of America.
(xiii) any reference to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period For purposes of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, only those documents that have been included in the Company’s electronic data room no less than twenty-four (24) hours prior to the date of this Agreement and not subsequently removed prior to the date of this Agreement or documents that is the reference date in calculating such period shall be excluded; if the day have been separately provided to Parent or its Representatives at the end Menlo Park office of Xxxxxxx Procter LLP no less than twenty-four (24) hours prior to the period is not a Business Day, then such period shall end on the close date of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto has participated in the negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed deemed to have been “made available” as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions date of this Agreement.
(j) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
Appears in 1 contract
Definitional and Interpretative Provisions. (a) Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.
(b) For the purposes of this Agreement, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term; (ii) references to the terms Article, Section, paragraph paragraph, Exhibit and Exhibits Schedule are references to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Schedules to this Agreement unless otherwise specified; (iii) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires; (iv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive; (vii) the word “since” when used in this Agreement in reference to a date shall be deemed to be inclusive of such date; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such person’s successors and permitted assigns; (xi) references to “$” shall mean U.S. dollars; (xii) any reference to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the day at the end of the period is not a Business Day, then such period shall end on the close of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto Parties has participated in the negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by all the parties heretoParties, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto Party by virtue of authorship of any of the provisions of this Agreement.
Appears in 1 contract
Samples: Voting Agreement (Vca Inc)
Definitional and Interpretative Provisions. The following provisions will be applied wherever appropriate herein: (a) Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.
(b) For the purposes of this Agreement, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term; (ii) references to the terms Article, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (iii) the words “hereofherein,” “hereinhereby,” “hereunder,” “hereof” and “hereunder” and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole in its entirety and not solely to the particular portion of this Agreement in which such word is used; (b) all definitions set forth in this Agreement will be deemed applicable whether the words defined are used in the singular or the plural; (c) wherever used, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (d) all accounting terms not specifically defined will be construed in accordance with GAAP; (e) this Agreement will be deemed to have been drafted by the Parties and this Agreement will not be construed against any Party as the principal draftsperson; (f) any references to a particular provision Section, Article or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless another agreement is specified; (g) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions will, when the context requires, be considered citations to such statutes, regulations or provisions directly or indirectly superseding such statutes, regulations or provisions; (h) the Exhibits and the Disclosure Schedule attached to this Agreement are incorporated by reference and will be considered part of this Agreement, unless the context otherwise requires; (ivi) the headings in this Agreement are for convenience of identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision; (j) unless otherwise expressly provided, wherever the consent of any Person is required or permitted, such consent may be withheld in such Person’s sole and absolute discretion; (k) “including” means “including, without limitation;” (l) the words “in the ordinary course of business” and “in the ordinary course of business consistent with past practice” shall be construed to mean the ordinary course of business of the Company, consistent in nature, scope and magnitude with past practices; (m) the phrase “made available” shall be construed to mean uploaded to the Data Room at least one Business Day prior to the Effective Date and that Purchaser and its representatives have had continuous access to such materials; and (n) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall does not mean simply “if”; (v) whenever .” The disclosure of any matter or item in the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) unless otherwise specifically provided for herein, the term “or” shall Disclosure Schedule will not be deemed to constitute an acknowledgement that any such matter is required to be exclusive; (vii) the word “since” when disclosed or is otherwise material. Any capitalized terms used in this Agreement in reference to a date shall be deemed to be inclusive of such date; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such person’s successors and permitted assigns; (xi) references to “$” shall mean U.S. dollars; (xii) any reference to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the day at the end of the period is not a Business Day, then such period shall end on the close of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein Exhibit or in any agreement or instrument referred to herein shall mean such statute the Disclosure Schedule but not otherwise defined therein, will have the meaning as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall Agreement. The Parties have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto has participated jointly in the negotiation and drafting of this Agreement. If an any ambiguity or question of intent or interpretation arises, the entirety of this Agreement shall will be construed as if it is NAI-1502820106v1 drafted jointly by all the parties heretoParties, and no presumption or burden of proof shall will arise favoring or disfavoring any party hereto Party by virtue of the authorship of any of the provisions of this Agreement.
Appears in 1 contract
Definitional and Interpretative Provisions. The following provisions will be applied wherever appropriate herein: (a) Capitalized terms used but “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words will refer to this Agreement in its entirety and not defined herein shall have solely to the respective meanings particular portion of this Agreement in which such word is used; (b) all definitions set forth in this Agreement will be deemed applicable whether the Merger Agreement.
words defined are used in the singular or the plural; (bc) For wherever used, any pronoun or pronouns will be deemed to include both the purposes singular and plural and to cover all genders; (d) all accounting terms not specifically defined will be construed in accordance with GAAP; (e) this Agreement will be deemed to have been drafted by the Parties and this Agreement will not be construed against any Party as the principal draftsperson; (f) any references to a particular Section, Article or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless another agreement is specified; (g) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions will, when the context requires, be considered citations to such statutes, regulations or provisions directly or indirectly superseding such statutes, regulations or provisions; (h) the Exhibits and the Disclosure Schedule attached to this Agreement are incorporated by reference and will be considered part of this Agreement, ; (i) the definitions contained headings in this Agreement are applicable for convenience of identification only and are not intended to describe, interpret, define or limit the singular as well as the plural forms scope, extent or intent of such terms and to the masculine as well as to the feminine and neuter genders of such termthis Agreement or any provision; (iij) references to the terms Article, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specifiedexpressly provided, wherever the consent of any person is required or permitted, such consent may be withheld in such person’s sole and absolute discretion; (iiik) the words “hereof,including” means “hereinincluding, without limitation;” (l) “dollars” or “$” means U.S. dollars; and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires; (ivm) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, and such phrase shall does not mean simply “if”; (v) whenever .” The disclosure of any matter or item in the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) unless otherwise specifically provided for herein, the term “or” shall Disclosure Schedule will not be deemed to constitute an acknowledgement that any such matter is required to be exclusive; (vii) the word “since” when disclosed or is otherwise material. Any capitalized terms used in this Agreement in reference to a date shall be deemed to be inclusive of such date; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such person’s successors and permitted assigns; (xi) references to “$” shall mean U.S. dollars; (xii) any reference to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the day at the end of the period is not a Business Day, then such period shall end on the close of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein Exhibit or in any agreement or instrument referred to herein shall mean such statute the Disclosure Schedule but not otherwise defined therein, will have the meaning as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall Agreement. The Parties have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto has participated jointly in the negotiation and drafting of this Agreement. If an any ambiguity or question of intent or interpretation arises, the entirety of this Agreement shall will be construed as if it is drafted jointly by all the parties heretoParties, and no presumption or burden of proof shall will arise favoring or disfavoring any party hereto Party by virtue of the authorship of any of the provisions of this Agreement.
Appears in 1 contract
