Common use of Interpretation; Certain Definitions Clause in Contracts

Interpretation; Certain Definitions. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of such entity and its Subsidiaries, taken as a whole. When reference is made herein to a “business day,” such reference shall mean any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or California or is a day on which banking institutions located in New York, New York or in the State of California are authorized or required by law or other governmental action to close. When reference is made in this Agreement to information that has been “made available,” then (1) with respect to information that has been “made available” to Parent, that shall mean that such information was either (A) included in the Company Designated SEC Reports or (B) included in the Company electronic data room no later than 2:00 p.m., Eastern Time, on the date of this Agreement, and (2) with respect to information that has been “made available” to Company, that shall mean that such information was either (A) included in the Parent Designated SEC Reports or (B) included in the Parent electronic data room no later than 2:00 p.m., Eastern Time, on the date of this Agreement. (b) For purposes of this Agreement, the term “Affiliate” of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

Interpretation; Certain Definitions. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement (including in the Schedules, Annexes and the Company Disclosure Schedule and Acquiror Disclosure Schedule) are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of such entity and its Subsidiaries, taken as a whole. When reference is made herein to a “business dayBusiness Day,” such reference shall mean any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York York, State of Missouri, State of Texas, Singapore or California the Republic of China, or is a day on which banking institutions located in New York, New York York, Singapore or in the State Republic of California China are authorized or required by law or other governmental action to close. When reference is made in this Agreement to information that has been “made available,” then (1) with respect to information that has been “made available” to Parent, that shall mean that such information was either (Ai) included in the Company Designated SEC Reports or (Bii) included in the Company electronic data room no later than 2:00 p.m., Eastern Time, on one (1) Business Day before the date of this Agreement, . The words “hereof,” “herein” and (2) with respect “hereunder” and words of like import used in this Agreement shall refer to information that has been “made available” this Agreement as a whole and not to Company, that shall mean that such information was either (A) included in the Parent Designated SEC Reports or (B) included in the Parent electronic data room no later than 2:00 p.m., Eastern Time, on the date any particular provision of this Agreement. When a reference is made in this Agreement to an Article, Section, paragraph, clause, Schedule, Annex or Exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. All Annexes, 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 Annex, Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Whenever the phrase “in the ordinary course of business,” is used in this Agreement, it shall be deemed to be followed by the words “consistent with past practice.” References to any “statute” or “regulation” are to the statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any “Section of any statute or regulation” include any successor to the section. The definition of any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. All references to “$” in this Agreement shall be deemed references to United States dollars. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. The Company, Globe and Acquiror agree that the terms and language of this Agreement were the result of negotiations between the Company, Globe and Acquiror and their respective advisors and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against the Company, Globe or Acquiror, as the case may be. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation. (b) For purposes of this Agreement, the term “AffiliateCompany Designated SEC Reports” shall mean the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and any report filed with the SEC by the Company pursuant to the Exchange Act after the date of a specified Person means a Person whofiling of such Form 10-K filed with the SEC on the SEC’s XXXXX system at least three (3) Business Days prior to the date of this Agreement (excluding, directly in each case, any risk factors disclosures contained under the heading “Risk Factors” or indirectly through one any disclosure of risks included in any “forward-looking statements” disclaimer or more intermediariesany other similar disclosures included in such Company Designated SEC Reports that are predictive, controlscautionary or forward-looking in nature and, in each case, only to the extent the qualifying nature of such disclosure is controlled by, or is under common control with, reasonably apparent on the face of such specified PersonCompany Designated SEC Reports).

Interpretation; Certain Definitions. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of such entity and its Subsidiaries, taken as a whole. When reference is made herein to a “business day,” such reference shall mean any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or California or is a day on which banking institutions located in New York, New York or in the State of California are authorized or required by law or other governmental action to close. When reference is made in this Agreement to information that has been “made available,” then (1) with respect to information that has been “made available” to ParentVerigy, that shall mean that such information was either (A) included in the Company LTX-Credence Designated SEC Reports Documents or (B) included in the Company LTX-Credence electronic data room no later than 2:00 p.m., Eastern Time, on the date of this Agreement, and (2) with respect to information that has been “made available” to CompanyLTX-Credence, that shall mean that such information was either (A) included in the Parent Verigy Designated SEC Reports Documents or (B) included in the Parent Verigy electronic data room no later than 2:00 p.m., Eastern Time, on the date of this Agreement. (b) For purposes of this Agreement, the term “AffiliateLTX-Credence Designated SEC Reports” shall mean LTX-Credence’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010 and any report filed with the SEC by LTX-Credence pursuant to the Exchange Act after the date of filing of such Form 10-K filed with the SEC on the SEC’s EXXXX system at least three business days prior to the date of this Agreement (other than any information that is contained solely in the “Risk Factors” and “Note Regarding Forward-Looking Statements” sections of such LTX-Credence SEC Reports, and other than any other forward-looking statements contained in such LTX-Credence SEC Reports that are of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Personnature that they speculate about future developments).

Interpretation; Certain Definitions. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of such entity and its Subsidiaries, taken as a whole. When reference is made herein to a “business day,” such reference shall mean any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or California or is a day on which banking institutions located in New York, New York or in the State of California are authorized or required by law or other governmental action to close. When reference is made in this Agreement to information that has been “made available,” then (1) with respect to information that has been “made available” to ParentLTX, that shall mean that such information was either (A) included in the Company Credence Designated SEC Reports Documents or (B) included in the Company Credence electronic data room no later than 2:00 p.m., Eastern Time, on the date of this Agreement, and (2) with respect to information that has been “made available” to CompanyCredence, that shall mean that such information was either (A) included in the Parent LTX Designated SEC Reports Documents or (B) included in the Parent LTX electronic data room no later than 2:00 p.m., Eastern Time, on the date of this Agreement. (b) For purposes of this Agreement, the term “AffiliateCredence Designated SEC Reports” shall mean Credence’s Annual Report on Form 10-K for the fiscal year ended November 3, 2007 and any report filed with the SEC by Credence pursuant to the Exchange Act after the date of filing of such Form 10-K filed with the SEC on the SEC’s XXXXX system at least three business days prior to the date of this Agreement (other than any information that is contained solely in the “Risk Factors” and “Note Regarding Forward-Looking Statements” sections of such Credence SEC Reports, and other than any other forward-looking statements contained in such Credence SEC Reports that are of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Personnature that they speculate about future developments).