Further Definitions. The following terms have the meaning set forth in the Sections set forth below: Action § 4.09 Agreement Preamble Alternative Transaction § 7.05(a) Antitrust Laws § 7.13(a) BCAC Preamble BCAC Board Recitals BCAC Closing Statement § 3.06(b)
(a) BCAC Proposals § 7.01(a) BCAC SEC Reports § 5.07(a) BCAC Stockholders’ Meeting § 7.01(a) Blue Sky Laws § 4.05(b) Business Combination Proposal § 7.05(b) Certificate of Merger § 2.02(a) Certificates § 3.02(b) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) CMS § 4.25(a) Code § 3.02(b) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Permits § 4.06 Company Share Awards § 4.03(a) Company Stockholder Approval § 4.18 Confidentiality Agreement § 7.04(b) Continuing Employees § 7.06(c) Contribution § 4.13(e) Data Security Requirements § 4.13(g) DGCL Recitals Dissenting Shares § 3.05(a) Effective Time § 2.02(a) Environmental Permits § 4.15 Equity Plan § 7.06(a) Equity Purchase Agreement Recitals ERISA § 4.10(a) ERISA Affiliate § 4.10(b) Estimated Closing Statement § 3.06(a) Exchange Act § 4.21 Exchange Agent § 3.02(a) Exchange Fund § 3.02(a) Exchanged Option § 3.01(d) Financial Statements § 4.07(b) GAAP § 4.07(a)
(a) Initial Post-Closing BCAC Directors § 2.05(b) Insurance Policies § 4.17(a) IRS § 4.10(a) Intended Tax Treatment Recitals Ladenburg § 5.12 Lease § 4.12(b) Lease Documents § 4.12(b) Letter of Transmittal § 3.02(b) Lincoln Park Recitals Material Contracts § 4.16(a) Merger Recitals Merger Sub Preamble Merger Sub Board Recitals Merger Sub Common Stock § 5.03(b) OIG § 4.25(a) Outside Date § 9.01(b) Outstanding BCAC Transaction Expenses § 3.04(b) Outstanding Company Transaction Expenses § 3.04(a) PCAOB Financial Statements § 7.14 Per Share Merger Consideration § 3.01(a) Plans § 4.10(a) Prior Financial Statements § 4.07(a) Private Placements Recitals Proxy Statement § 7.01(a) Registration Rights and Lock-Up Agreement Recitals Registration Statement § 7.01(a) Remedies Exceptions § 4.04 Representatives § 7.04(a) SEC § 5.07(a) Securities Act § 5.07(a) Stockholder Support Agreement Recitals Subscription Agreement Recitals Surviving Corporation § 2.01 Tax § 4.14(v) Tax Return § 4.14(v) Terminating BCAC Breach § 9.01(g) Terminating Company Breach § 9.01(f) Top Supplier § 4.22(a) Transfer Agent Cancellation § 3.02(b) Trust Account § 5.13 Trust Agreement § 5.13 Trust Fund § 5.13 Trustee § 5.13 Unaudited Balance Sheets § 4.07(b) WARN Act § 4.11(c) Written Consent § 7.03
Further Definitions. The following terms have the meaning set forth in the Sections set forth below: 2023 Equity Incentive Plan Section 7.5(a) Action Section 4.10 Affected Shareholder Section 3.3(h) AgCentral Recitals Agreement Preamble Antitrust Laws Section 7.13(a) Balance Sheet Section 4.8(a) Blue Sky Laws Section 4.5(b) Certificate of Merger Section 2.2(a) Change in Recommendation Section 7.2 Change in Recommendation Notice Section 7.2 Class A Common Stock Recitals Closing Section 2.2(a) Closing Date Section 2.2(a) Company Preamble Company Acquisition Proposal Section 7.4(a) Company Board Recitals Company Constitution Section 2.4(c) Company Disclosure Schedule Article IV Company Permits Section 4.6 Company Shareholders Recitals Company Split Adjustment Recitals Company Warrant Section 3.1(c)(iv) Confidentiality Agreement Section 7.3(b) Contracting Parties Section 10.11 Contribution Section 4.14(e) Contributor Section 4.14(e) Convertible Financing Recitals Development Agreement Recitals DGCL Recitals D&O Insurance Section 7.6(c) Earnout Shares Section 3.3(a) Effective Time Section 2.2(a) Environmental Permits Section 4.16 Equity Subscription Agreements Recitals ERISA Section 4.11(a) ERISA Affiliate Section 4.11(d) Exchange Act Section 4.23 Exchange Agent Section 3.2(a) Exchange Fund Section 3.2(a) Exchange Ratio Section 3.1(b) Existing Convertible Note Conversion Recitals Extension Proposal Section 7.16 Financial Statements Section 4.8(a) Financing Agreements Section 7.8(d) Foreign Plan Section 4.11(k) Fully Diluted Common Stock Section 7.5(a) Governmental Authority Section 4.5(b) IRS Section 3.2(g) Lease Section 4.13(b) Material Contracts Section 4.17(a) MEP Share Conversion Section 3.1(a) Merger Recitals Merger Sub Preamble Merger Sub Board Recitals Nabors Recitals Nabors Lux 2 Recitals Nonparty Affiliates Section 10.11 Noteholder Support and Loan Termination Agreement Recitals Notes Subscription Agreement Recitals Outside Date Section 9.1(b) Outstanding Company Transaction Expenses Section 3.6(a) Outstanding SPAC Transaction Expenses Section 3.6(b) PCAOB Audited Financial Statements Section 7.14 PCAOB Financial Statements Section 7.14 PCAOB Reviewed Financial Statements Section 7.14 Per Share Merger Consideration Section 3.1(c)(ii) PIPE Financing Recitals Plans Section 4.11(a) Pre-Closing Transactions Section 3.1(a) Proxy Statement Section 7.1(a) Redemption Shares Section 3.1(b) Registration Statement Section 7.1(a) Released Claims Section 6.3 Remedies Exceptions Section...
Further Definitions. In these terms and conditions (the "Terms") the following expressions shall have the following meanings: CLA - the Copyright Licensing Agency Limited incorporated and registered in England and Wales with company number 1690026 whose registered office is at Saffron House, 0-00 Xxxxx Xxxxxx, London, EC1N US; CLA News Item - any article, or part of an article, extracted from any published edition of a journal, magazine or other periodical containing an item of news or current affairs and provided by the Supplier to the Customer under licence from the CLA whether in paper, facsimile, electronic or any other form and CLA News items shall be construed accordingly; Clip - any or all of a CD Audio Clip, a Digital Audio Clip, a Digital Video Clip and a DVD Video Clip and Clips shall be construed accordingly; Copy - a hard copy, faxed, emailed or web delivered version of a News Item and Copies shall be construed accordingly; Excluded Material - works identified in the list of excluded categories as listed on the CLA's website as may be amended from time to time by the CLA; Item - any or all of: a Clip, a Copy, a News Item, a Transcript provided pursuant to the Services and Items shall be construed accordingly; News Item - a CIA News Item and / or NLA News Item and / or any other item of news or current affairs sourced from any service provider including Copyright Bodies and News Items shall be construed accordingly; NLA News item - (i) any article, column, report or other item in electronic form produced or supplied by a newspaper, magazine or by the NLA or taken from a newspaper or magazine in the form that it appeared in the newspaper or magazine; or (ii) any article from a newspaper or magazine which has been digitally scanned to produce a "read-only" version which cannot be searched or amended; or (iii) a photograph, illustration, graphic, cartoon or other image but not an advertisement and provided by The Supplier to the Customer under licence from the NLA and NLA News Items shall be construed accordingly; Meta-data - headline, byline, publication name, publication section, page and word count data which describes a News Item but which does not contain any body text as supplied by the NLA pursuant to the NLA Licence; Portal - the online service platform into which content supplied under the Services is delivered; Rights Restricted Material - material in respect of which (i) a newspaper publisher does not own copyright; or (ii) a newspaper publisher has not mand...
Further Definitions. In addition, the following definitions have the meanings in the Clauses corresponding thereto, as set forth below: “Discount” 9.4 “First Approval” 4.1.1 “Manufacturer” 7.1 “Resumption Quarter” 7.6.1 “Second Source” 7.1 “Second Source Quantity” 7.2.1 “Supply Price” 9.3.1 “Technical Agreement” 5.5
Further Definitions. The following definitions also apply to this Agreement:
Further Definitions. For the purpose of this AGREEMENT and the ROYALTY OFFSET AGREEMENT and as such terms are used in Sections 1.15 (NET SALES definition) and Section 4 of this AGREEMENT, the term PRODUCT shall mean any and all PATENT PRODUCT and ACCESSORY PRODUCT and the term PROCESS shall mean any and all PATENT PROCESS and ACCESSORY PROCESS.
Further Definitions. The following terms have the meaning set forth in the Sections set forth below: 2024 Earnout Shares § 3.07(c)(i) 2025 Earnout Shares § 3.07(c)(ii) 2026 Earnout Shares § 3.07(c)(iii) 2025 Q3 Form 10-Q § 3.07(c)(ii) 2026 Q3 Form 10-Q § 3.07(c)(ii) Action § 4.09 Agreement Preamble Alternative Transaction § 7.05(a) Antitrust Laws § 7.13(a) Assumed Warrant § 3.01(c) Awards § 7.06 Blue Sky Laws § 4.05(b) Business Combination Proposal § 7.05(b) Certificate of Merger § 2.02(a) Certificates § 3.02(b) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) Company Preamble Company Board Recitals Company Directors § 2.05(c) Company Disclosure Schedule Article IV Company D&O Tail Insurance § 7.07(b) Company Permits § 4.06 Company Preferred Stock § 4.03(a) Company Share Awards § 4.03(a) Company Stockholder Approval § 4.19 Company Subsidiary § 4.01(a) Company Transaction Expenses § 3.04(a) Confidentiality Agreement § 7.04(b) Contingent Worker § 4.12(h) Contribution § 4.14(e)
Further Definitions. In addition, the following definitions have the meanings in the Clauses corresponding thereto, as set forth below: “Confidential Information” 15.1 “Contained Within a Ring Fence” 16.3.2.1 “Designated Manufacturer” 9.1 “Disclosing Party” 15.13 “Due Date” 11.7 “Elan License” 2.1 “Elan Trademark License” 3.6.2.2 “Extended Term” 12.2 “Infringement Claim” 3.4.1 “Initial Term” 12.1 “License Fee” 10.1.1
Further Definitions. The following terms have the meaning set forth in the Sections set forth below: 2021 Balance Sheet Section 4.07 Action Section 4.09 Adara Preamble Adara Board Recitals Adara Preferred Stock Section 5.03(a) Adara Proposals Section 7.01(a) Adara SEC Reports Section 5.07(a) Adara Stockholders’ Meeting Section 7.01(a) Agreement Preamble Alternative Transaction Section 7.05 Amended and Restated Adara Insider Agreement Recitals Annual Financial Statements Section 4.07(a) Antitrust Laws Section 7.13(a) Audited Financial Statements Section 7.17 Blue Sky Laws Section 4.05(b) Certificate of Merger Section 2.02(a) Certificates Section 3.02(b) Change of Control Section 3.03(f) Claims Section 6.03 Closing Section 2.02(b) Closing Date Section 2.02(b) Code Section 3.02(h) Company Preamble Company Board Recitals Company Disclosure Schedule Article III Company Permits Section 4.06 Company Stockholder Approval Section 4.18 Company Stockholder Meeting Section 7.03 Confidentiality Agreement Section 7.04(b) Contingent Consideration Shares Section 3.03(a) Continuing Employees Section 7.06(a) Contracting Parties Section 10.11
Further Definitions. In addition to terms set forth above, the following terms shall be defined as indicated.
