Amended Terms On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
Contract Terms Within thirty (30) days after Buyer exercises an option to purchase Option Aircraft pursuant to paragraph 4 above, Boeing and Buyer will use their best reasonable efforts to enter into a supplemental agreement amending the Agreement to add the applicable Option Aircraft to the Agreement as a firm Aircraft (the Option Aircraft Supplemental Agreement). If the parties have not entered into such an Option Aircraft Supplemental Agreement within the time period contemplated herein, either party shall have the right, exercisable by written or telegraphic notice given to the other within ten (10) days after such period, to cancel the purchase of such Option Aircraft.
License Terms 1. The license granted to use and have used the Licensed Marks with respect to, and in conjunction with, the manufacture, offer for sale, sale, importation, exportation, and provision of Licensed Products is non-exclusive, worldwide and royalty-free and includes the right to sublicense to Licensee’s subsidiaries and affiliates.
Commercial Terms 1. Type of loan: þ Short term working capital loan x Medium to long term working capital loan
Extended Terms Tenant shall have the right to extend the Term for up to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.
Same Terms All terms used herein which are defined in the Credit Agreement shall have the same meanings when used herein, unless the context hereof otherwise requires or provides. In addition, (i) all references in the Loan Documents to the “Agreement” shall mean the Credit Agreement, as amended by this Amendment, and (ii) all references in the Loan Documents to the “Loan Documents” shall mean the Loan Documents, as amended by this Amendment, as the same shall hereafter be amended from time to time.
Special Terms The terms and conditions of the Lease as they pertain to this Schedule are hereby modified and amended as follows:
Glossary of Defined Terms Defined Terms Where Defined 9.1(c) Jurisdiction Section 9.1(d) Acquisition Proposal Section 8.3(f) Action Section 8.15(a) Agreement Preamble Applicable Laws Section 5.4(a) Assumed Awards Section 4.1(j) Assumed RSUs Section 4.1(g) Bonus Plan Participant Section 8.16(d) Book Entry Share Section 4.1(b) Cameron Preamble Cameron Assets Section 8.6(d) Cameron Benefit Plans Section 5.12(a) Cameron Board Section 5.2(b) Cameron Common Stock Section 4.1(a) Cameron Deferred Compensation Plans Section 5.3(a) Cameron Deferred Stock Unit Awards Section 4.1(h) Cameron Disclosure Letter Article 5 Preface Cameron Environmental Permits Section 5.15(b) Cameron ERISA affiliate Section 5.12(b)(x) Cameron Excluded Shares Section 4.1(b) Cameron Foreign Benefit Plan Section 5.12(f) Cameron Material Adverse Effect Section 11.11(d) Cameron Option Section 4.1(f) Cameron Performance Share Awards Section 4.1(i) Cameron Permits Section 5.4(b) Cameron Post-Signing Option Section 4.1(f) Cameron Post-Signing Restricted Stock Unit Awards Section 4.1(g) Cameron Preferred Stock Section 5.3(a) Cameron Recommendation Section 5.2(b) Cameron Reports Section 5.6(a) Cameron Restricted Stock Unit Awards Section 4.1(g) Cameron Securities Section 5.3(a) Cameron Stock Plans Section 4.1(f) Cameron Stockholder Approval Section 5.21 Cameron Stockholders Meeting Section 8.2 Cameron Subsidiary Securities Section 5.3(c) Cameron Surviving Shares Section 4.1(b) Cameron U.S. Benefit Plan Section 5.12(b) Certificate of Merger Section 1.3 Certificates Section 4.1(b) Change in Recommendation Section 8.3(b) Closing Section 1.2 Closing Date Section 1.2 COBRA Section 5.12(b)(xii) Code Recitals Confidentiality Agreement Section 8.3(a) Contract Section 5.22 Converted Option Section 4.1(f) Converted Performance Shares Section 4.1(i) Covered Employees Section 8.16(a) Debt Section 11.11(b) Delaware Court Section 11.7 Delaware LLC Act Recitals DGCL Recitals Dissenting Shares Section 4.4 Dissenting Stockholder Section 4.4 EC Merger Regulation Section 5.5(b) Effective Time Section 1.3 Environmental Laws Section 5.15(a) Equity Award Exchange Ratio Section 4.1(f) ERISA Section 5.12(a) Exchange Act Section 5.5(b) Exchange Agent Section 4.2(a) Exchange Fund Section 4.2(a) Exchange Ratio Section 4.1(a) Foreign Corrupt Practices Act Section 5.24(a) Foreign Government Official Section 5.24(a) Form S-4 Section 8.2 GAAP Section 5.6(b) Governmental Entity Section 11.11(c) Hazardous Materials Section 5.15(a) HSR Act Section 5.5(b) Indemnified Party Section 8.15(a) Initial Termination Date Section 10.2(a) Intellectual Property Rights Section 5.16 IRS Section 5.12(a) Joint Venture Article 5 Preface knowledge Section 11.11(a) Letter of Transmittal Section 4.2(b) Liens Section 5.3(b) Material Adverse Effect Section 11.11(d) Material Contract Section 5.22 Merger Recitals Merger Consideration Section 4.1(a) Merger Sub Preamble New Plans Section 8.16(b) Non-Schlumberger US Subsidiaries Section 7.3 NYSE Section 5.5(b) OFAC Section 5.23(a) Old Plans Section 8.16(b) Per Share Cash Amount Section 4.1(c) Permitted Lien Section 11.11(e) person Section 11.11(f) PPACA Section 5.12(b)(xii) Proceeding Section 8.1(b)(xii) Prohibited Person Section 5.23(a) Proxy Statement/Prospectus Section 8.2 Regulatory Laws Section 8.6(f) Related Persons Section 10.5(a) Representatives Section 8.3(a) Returns Section 5.11(a) Xxxxxxxx-Xxxxx Act Section 5.7(a) Schlumberger Preamble Schlumberger Assets Section 8.6(d) Schlumberger Common Stock Recitals
UCC Terms Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.
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”).
