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”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (COV Delaware Corp), Agreement and Plan of Merger (Covidien PLC)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates Page No. Adjusted Base Rate 2 Adjusted Base Rate Tranche 2 Adjusted Consolidated EBITDA 2 Adjusted Eurodollar Rate 3 Administrative Agent 3 Affiliate 3 Agent 3 Agreement 3 Applicable Environmental Law 3 Applicable Margin 4 Approved Fund 4 Approved Petroleum Engineer 4 Assignment and Acceptance Agreement 4 Assignment and Amendment to Mortgages 5 Authorized Officer 5 Availability 5 Bank 5 Bank Assignments 1 Bank One 5 Banks 5 Base Rate 5 BOCM 5 BOK 5 Book Runner 5 Borrower 5 Borrowing 5 Borrowing Base 5 Borrowing Base Deficiency 6 Agreement 1, 52 Agreement Borrowing Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Laws 39 Assignee 48 —B— Balance Sheet 6 Capital Lease 6 CERCLA 3 Certificate of Effectiveness 6 Chase 6 Closing Date 18 Bank 40 Benefit Plans 19 Book Entry Shares 11 6 Closing Transactions 6 Code 7 Commitment 7 Commitment Fee Percentage 7 Commitment Percentage 7 Common Stock 7 Company 7 Consolidated Current Assets 7 Consolidated Current Liabilities 8 Consolidated EBITDA 8 v Consolidated Free Cash Flow 8 Consolidated Funded Debt 8 Consolidated Net Income 8 Consolidated Net Interest Expense 8 Consolidated Subsidiaries 8 Consolidated Subsidiary 8 contract rate 28 control 3 controlled by 3 Conversion Date 27 Credit Period 9 Current Financials 9 Debt 9 Default 9 Default Rate 9 Determination 9 Determination Date 9 disposal 4 disposed 4 Distribution 9 Documentation Agent 10 Documentation Agents 10 Domestic Business Day 2 —C— CERCLA 25 Certificate 10 Domestic Lending Office 10 Environmental Liability 10 Equity 10 ERISA 10 Eurodollar Borrowing 5 Eurodollar Business Day 10 Eurodollar Lending Office 10 Eurodollar Rate 10 Eurodollar Reserve Percentage 11 Eurodollar Tranche 11 Event of Merger 9 Certificates Default 52 Events of Default 52 Exempt Transfer 11 Change Exhibit 11 Existing Agent 1 Existing Banks 1 Existing BOK Credit Agreement 11 Existing BOK Mortgages 11 Existing Chase Credit Agreement 1 Existing Chase Mortgages 12 Existing Mortgages 12 Federal Funds Rate 12 Financial Officer 12 vi Fiscal Quarter 12 Fiscal Year 12 Fund 12 Guarantee 12 Hedge Agreements 13 Increase 29 Initial Borrowing Base 13 Initial Total Commitment 13 Interest Option 27 Interest Period 13 Investment 13 Lending Office 13 Letter of Recommendation 35 Chestnut Merger Credit Exposure 13 Letter of Credit Fee 13 Letter of Credit Fronting Fee 14 Letter of Credit Issuer 23 Letters of Credit 14 Lien 14 Loan 14 Loan Papers 14 Margin Regulations 15 Margin Stock 15 Material Agreement 9 Closing 9 Closing 15 Material Debt 15 material oil and gas properties 3 Maximum Lawful Rate 15 Maximum Total Commitment Amount 15 measurement date 20 Mineral Interests 15 Minimum Value 16 Mortgages 16 Non-recourse Debt 16 Note 16 Notes 16 Obligations 16 Oil and Gas Hedge Transactions 16 Operating Lease 17 Outstanding Credit 17 Participant 68 PBGC 17 PBNR 17 Periodic Determination 17 Permitted Encumbrances 17 Permitted Investment 18 Person 19 vii Petroleum 3 Plan 19 POC 19 Purchases 19 Quarterly Date 9 Company 19 Ratio of Consolidated Funded Debt to Adjusted Consolidated EBITDA 19 RCRA 3 Recognized Value 19 Register 19 Regulation U 19 Related Assets 19 Related Assets Reports 19 release 3 Rentals 20 Request for Borrowing 20 Request for Letter of Credit 20 Required Banks 20 Required Reserve Value 20 Reserve Report 20 Resignation and Appointment 1 Company Board 1 Company Board Recommendation 1 Company Bylaws 15 Company Charter 15 Company Common Stock 1 Company Disclosure Documents 16 Company Disclosure Restricted Payment 20 Restricted Payment Limit 20 Restricted Subsidiary 21 Restricted Subsidiary Guarantee 21 Restricted Subsidiary Pledge Agreement 21 Rollover Notice 27 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 21 Section 21 Settlement Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time 9 End 51 Sole Lead Arranger 21 solid waste 4 Special Determination 21 Subsidiary 21 SWAT 21 Syndication Agent 22 Tax 22 Taxes 22 Termination Date 43 Environmental Laws 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration Date 22 threatened release 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 Total Commitment 22 Tranche 22 Tranches 22 Transferee 22 Type 22 under common control with 3 Insured Parties 38 Intellectual Property Unrestricted Subsidiary 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 viii THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND PLAN OF MERGER This RESTATED CREDIT AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated ) is entered into as of June 1the 28th day of January, 2010 (the “Agreement Date”)2003, is by and among ev3 Inc.Patina Oil & Gas Corporation, a Delaware corporation (the “CompanyBorrower”), Covidien Group S.a.r.l.Bank One, a Luxembourg company NA, with its main office in Chicago, Illinois, as Administrative Agent (the “ParentAdministrative Agent”), Wachovia Bank, National Association and Xxxxx Fargo Bank, N.A., as Syndication Agents (“Syndication Agents”), Bank of America, N.A. and Credit Lyonnais New York Branch, as Documentation Agents (“Documentation Agents”), and COV Delaware Corporation, the financial institutions listed on Schedule 2.1 hereto as Banks (individually a Delaware corporation “Bank” and wholly owned subsidiary of the Parent (the collectively “PurchaserBanks”).
Appears in 1 contract
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates 6 Additional Costs 19 Adjusted Libor Rate 1 Advance 1 Advance Date 17 Affiliate 1 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 Alternate Base Rate 2 Alternate Base Rate Loans 2 Applicable Lending Office 2 Approved Leasing Parameters 2 Assignment and Acceptance 2 Basel Accord 2 Borrower 1 Borrower Party 2 Budget 2 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Cap Agreement 9 Closing 9 38 Capex Budget 2 Capex Costs 2 Capex Work 2 Closing Date 3 Collateral 3 Collateral Agent 1 Collateral Agent Account 3 Commitment 3 Continue 3 Contract Rate 3 Convert 3 Counterparty 39 CTX 0 XXX Xxxxxx 0 XXX Xscrow Agreement 3 Debt Service Coverage Ratio 3 Default Rate 3 Dollars 4 Eligibility Requirements 4 Eurodollar Loans 4 Event of Default 4 Existing TI/LC Obligations 4 Exit Fee 15 Federal Funds Rate 4 Fee Letter 4 Fixed Portion 4, 12 Fixed Rate 4 Fixed Rate Conversion Date 4, 13 Fixed Rate Loans 4 Fixed Rate Quote 12 GECC 4 Guarantors 4 Guaranty 5 Hotel Purchase Agreement 5 Hotel Work Reserve 5 Initial Advance 5 Initial Advance Contract Rate 5, 11 Initial TI/LC Reserve 5 Interest Period 5 Interest Rate Cap Security Agreement 5 Leasehold Mortgage 5 Lender 1 Lender Verified NOI 5 Lenders 1 LIBOR Rate 6 Libor-based Rate 6, 11 Lien 6 Loan A 6 Loan A Lender 6 Loan A Loan Documents 6 Loan A Note 6 Loan Documents 6 Loan Year 7 Loans 6 Lockout Period 7, 14 Majority Lenders 7 Maturity Date 7 Mortgages 7 Notes 7 Office Building 7 Office Mortgage 7 Origination Fee 15 Participant 7 Payment Date 7, 13 Payor 7, 17 Person 7 Potential Default 7 Prime Rate 8 Project 8 Proposed Lender 8 Qualified Institutional Lender 8 Rating Agencies 8 Regulation D 8 Regulatory Change 8 Requesting Lender 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 Required Payment 9, 17 Reserve Requirement 9 Secondary Market Transaction 9, 32 Spread Maintenance Amount 9 Stage 9 Stage Construction 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 9 Stages 9 Subsequent Advance 9 Subsequent Advances Contract 17 —D— Debt Financing Letter 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time Rate 9, 11, 12 Swap Rate 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 TI/LC/CapEx/DS Reserve 9 Type 9 U.S. Tax 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 23 U.S. 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”).
Appears in 1 contract
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates 6 Agreement 1, 52 Agreement Date AAA Rules I-1 Affiliate 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 Amenities 26 Approved Construction Documents D-1 Arbitration Notice I-1 Assessment I-1 Basic Lease Information 1 Basic Rent i BMC Competition Notice 9 BMC Software ii Building’s Structure 1 Building’s Systems 1 Business Day 1 Cancellation Option 27 Casualty 16 Commercial Amenities 26 Competitor 10 Competitor Provisions 23 Damage Notice 16 Default 17 Default Rate 5 Disabilities Acts 9 Electrical Capacity Allowance 6 Estimate Notice I-1 Event of Default 17 Force Majeure Events 22 Hazardous Materials 25 Holidays 6 HVAC 6 Initial Liability Insurance Amount ii Land i Landlord 1 Landlord’s HVAC Costs 6 Landlord’s Mortgagee 14 Law 1 Laws 1 Lease 1 Lease Month ii Loss 13 Management Fee 2 —C— CERCLA 25 Certificate of Merger 9 Certificates Mortgage 14 Offer Notice M-1 Operating Expense Rent 2 Operating Expenses 3 Parking Garage G-1 Permitted Use ii Premises i Prevailing Rental Rate I-1 Primary Lease 14 Project i Property Taxes 5 Refusal Floor M-1 Refusal Space M-1 Renewal Exercise Notice I-1 Renewal Term I-1 Rent ii Repair Period 16 Security Deposit ii Suspension Notice 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Date 9 Company Suspension Period 11 Taking 15 Telecommunications Services 24 Tenant 1 Company Board Tenant Party 1 Company Board Recommendation Tenant’s Off-Premises Equipment 1 Company Bylaws 15 Company Charter 15 Company Common Stock 1 Company Disclosure Documents 16 Company Disclosure Schedule 15 Company Equity Tenant’s 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”).D-1 Term i Transfer 10
Appears in 1 contract
Samples: Lease Agreement (Omega Protein Corp)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates Page No. Additional Rent 2 Advocate Arbitrators 2 Affiliate 1 Arbitration Agreement 2 Award 2 Basic Lease Information iii Basic Rent i Briefs 2 Building i Building's Structure 1 Building's System 1 Casualty 12 Commencement Date i Comparable Area 3 Comparable Buildings 3 Damage Notice 12 Default Rate 3 Disabilities Acts 6 Agreement 1, 52 Environmental Laws 19 Event of Default 13 Exercise Conditions 1 Exercise Notice 1 First Rebuttals 2 GAAP 9 Haz Mat Documents 21 Hazardous Material(s) 19 Hazardous Materials List 21 Including 1 Initial Liability Insurance Amount ii Intention to Transfer Notice 8 Land i Landlord 1 Landlord's Initial Statements 2 Landlord's Mortgagee 10 Landlord's Option Rent Calculation 1 Landlord's Rebuttal Statement 2 Law 1 Laws 1 Lease 1 Lease Year i Leased Personal Property 1 Loss 10 Market Rent 1 Mortgage 10 Neutral Appraiser 2 Neutral Arbitrator 2 OFAC 22 Operating Costs 2 Option 1 Option Rent 1 Option Term 1 Outside Agreement Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Laws 39 Assignee 48 —B— Balance Sheet Permitted Transfer 8 Permitted Transferee 8 Permitted Use ii Premises i Proposition 13 3 Rent i Repair Period 12 Second Rebuttals 2 Security Deposit i Taking 11 Tangible Net Worth 9 Taxes 3 Tenant 1 Tenant Party 1 Tenant Response Date 18 Bank 40 Benefit Plans 19 Book Entry Shares 11 Business Day 1 Tenant Response Notice 1 Tenant's Initial Statements 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Date 9 Company Tenant's Option Rent Calculation 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 Tenant's Rebuttal Statement 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”).Term i Transfer 7
Appears in 1 contract
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 Page No. Additional Xxxxxxx Money 2 —C— Additional Property Information 8 Assignment 17 Broker 2 Cap 26 Casualty Notice 14 CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 30 Closing 9 15 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 3 Code 25 Deed 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— Xxxxxxx Money 2 Effective Time 9 End Date 43 Environmental Laws 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration Date 3 —F— FDCA 26 Financing ERISA 19, 25 Escrow Agent 2 First Closing Extension 15 Hazardous Materials 30 Financing Sources 47 Fully Diluted Basis Improvements 5 Independent Consideration 7 Initial Xxxxxxx Money 2 —G— GAAP 17 Good Manufacturing Practices 26 XXX Xxx 00 —I— Indemnified Inspection Period 3 Intangible Personal Property 6 Land 5 Lease Files 8 Leases 5 Leasing Costs 21 Letter of Credit 22 License Agreements 6 Major Tenants 18 Material Damage 14 Materially Damaged 14 OFAC 24 Operating Statements 7 Permitted Exceptions 12 Permitted Outside Parties 38 Initial Expiration 10 Plan 25 Property 5 Property Documents 9 Property Information 7 Property Information Delivery 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 Purchase 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 LIST OF DEFINED TERMS (continued) Rent Roll 7 Report 9 Reports 9 Risk Transfer Date 3 Section 409A Second Closing Extension 16 Seller 1 Seller’s Representative 26 Service Contracts 6 Survey 12 Survival Period 26 Tangible Personal Property 6 Taxes 20 Securities Tenant 23 Tenant Receivables 20 Tenants 23 Third Closing Extension 16 Title Commitment 12 Title Company 2 Title Policy 12 to Seller’s knowledge 26 to the best of Seller’s knowledge 26 Unbilled Tenant Receivables 20 Uncapped Breaches 26 Uncollected Delinquent Tenant Receivables 20 Underground Facilities 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 2335 PURCHASE AND SALE AGREEMENT Navy Yard Metro Center, 24 Taxing Authorities 23 Tender Washington, D.C. This Purchase 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 Sale Agreement (this “Agreement”), dated as of June 1, 2010 (the “Agreement Date”), ) is made and entered into by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.lbetween Purchaser and Seller., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Ii Inc)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates Additional Property Information 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 Assignment 13 Broker 1 Casualty Notice 11 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 21 Closing 9 12 Closing Date 2 Code 17 Deed 13 Due Diligence Termination Notice 7 Xxxxxxx Money 1 Effective Date 2 ERISA 17 Escrow Agent 1 Exchange 25 Hazardous Material 21 Hazardous Materials 21 Improvements 3 Independent Consideration 5 Inspection Period 2 Intangible Personal Property 4 Land 3 Lease Files 6 Leases 3 Leasing Costs 16 License Agreements 4 Material Damage 11 Materially Damaged 11 Natural Gas Liquids 21 OFAC 18 Operating Statements 5 Permitted Exceptions 9 Permitted Outside Parties 8 Petroleum 21 Plan 17 Pollutant or Contaminant 21 Property 3 Property Documents 7 Property Information 5 Proposed Purchase Price Allocation 9 Purchase Price 1 Purchaser 1 Real Property 3 Rent Roll 5 Report 7 Reports 7 Seller 1 Seller’s Representatives 18 Service Contracts 4 Survey 9 Survival Period 18 Tangible Personal Property 4 Taxes 14 Tenant Receivables 15 Title and Survey Review Period 2 Title Commitment 9 Title Commitment Delivery Date 2 Title Company 1 Company Board 1 Company Board Recommendation 1 Company Bylaws Title Policy 10 to Seller’s knowledge 18 to the best of Seller’s knowledge 18 Unbilled Tenant Receivables 15 Company Charter Uncollected Delinquent Tenant Receivables 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 PURCHASE AND SALE AGREEMENT [Nantucket Self Storage, located in Nantucket, Nantucket County, Massachusetts] This Purchase and Sale 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 made and entered into by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.lbetween Purchaser and Seller., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates 6 Definition Page Acceptable Letter of Credit 3 Agreement 1, 52 1 Apartment Parcel 1 Architect 2 Ballroom Closing Notice 4 Ballroom Purchase Price 2 Ballroom/Lobby/Support Areas 1 Broker 28 Building 1 Building Design Plans 5 Building Operating 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 14 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 4 Casualty 26 Closing 9 3 Closing Date 9 Company 3 Condominium Parcel 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 Construction Commencement Date 7 Construction Condition Precedent 12 Construction Loan 3 Construction Loan Closing 3 Deed 17 Deposit 3 Xxxxxxx Money Letter of Credit 3 Event of Default 25 Existing Environmental 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 Final Building Plans 5 Finish Standards 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 First Damage Cap 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration First Hoist Escrow 21 First Increased Deposit Date 3 —F— FDCA 26 Financing 30 Financing Sources 47 Fully Diluted Basis Force Majeure 8 General Contract 6 General Contractor 6 hereof 28 hereto 28 hereunder 28 Hotel 1 Hotel Construction Warranty 13 Hotel Parcel 1 Hotel Purchase Price 2 —G— GAAP 17 Good Manufacturing Practices 26 XXX Xxx 00 —I— Indemnified Parties 38 Initial Expiration Hotel Spaces 14 Hotel Suite 1 Hotel Suite Floors 1 Hotel-Related Project Components 1 include 28 including 28 Interest Rate 9 Labor Covenant 10 Land 1 Legal Requirements 12 Liquidated Damages 25 Modified Raw Shell Condition 7 Objection 16 Outside Completion Date 7 Parking Spaces 2 Permitted Title Exceptions 11, 15 Plans 2 Project 1 Purchase Price 2 Purchaser 1 Purchaser Delays 8 Purchaser’s Endorsements 15 Purchaser’s knowledge 28 Purchaser’s Plan Approval 5 Purchaser’s Plan Approval Rejection Notice 5 Purchaser’s Title Notice 15 Purchaser’s Work 9 Residential Parcels 1 Scheduled Completion Date 7 Second Damage Cap 25 Second Hoist Escrow 21 Second Increased Deposit Date 3 Insured Parties 38 Intellectual Property 22 IRS 20 —K— Knowledge Seller 1 Seller’s Election Period 15 Seller’s knowledge 28 Seller’s Title Notice 15 Seller’s Work 2, 7 Substantial Completion 7 Substantial Completion Certificate 7 Survey 14 Survival Period 29 Title Insurer 14 Title Policy 11, 14 Title Report 14 Title Review Period 15 Units 1 Vertical Subdivision Plat 13 IN WITNESS WHEREOF, each party hereto has caused this Agreement of Purchase and Sale to be duly executed on its behalf on 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 23day and year first above written. SELLER: LAKESHORE EAST, 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”)LLC, dated as of June 1an Illinois limited liability company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: PURCHASER: STRATEGIC HOTEL FUNDING, 2010 (the “Agreement Date”), is by and among ev3 Inc.L.L.C., a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg limited liability company (the “Parent”), By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: President and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).Chief Executive Officer
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Strategic Hotels & Resorts, Inc)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates Page No. Act 88 Adjusted Eurodollar Rate 1 Administrative Agent 1 Administrative Questionnaire 1 Advance Payment 2 Advance Payment Contract 2 Affected Loans 73 Affected Type 73 Affiliate 2 Agent 2 Agents 2 Aggregate Maximum Credit Amounts 2 Agreement 2 Annualized Consolidated EBITDAX 2 Applicable Environmental Law 3 Applicable Lending Office 3 Applicable Margin 3 Approved Fund 3 Approved Petroleum Engineer 4 Arrangers 4 ASC 4 Asset Disposition 4 Assignment and Acceptance Agreement 4 Authorized Officer 4 Availability 4 Bank 4 Bank Products 4 Bankruptcy Court 4 Banks 4 Base Rate Borrowing 5 Base Rate Loan 5 Board 5 Bookrunners 5 Borrower 5 Borrower Pledge Agreement 5 Borrowing 5 Borrowing Base Deficiency 5 Borrowing Base Properties 5 Borrowing Date 6 Certificate of Ownership Interests 6 Change of Control 6 Closing Date 6 Code 6 Commitment 6 Commitment Fee Percentage 6 Commitment Percentage 6 Consolidated Current Assets 6 Consolidated Current Liabilities 7 Consolidated EBITDAX 7 Consolidated Net Income 7 Consolidated Net Interest Expense 7 Consolidated Subsidiaries 8 Consolidated Subsidiary 8 Consolidated Total Debt 8 Continuation 8 Continue 8 Continued 8 contract rate 32 Conversion 8 Conversion Date 31 Convert 8 Converted 8 Credit Parties 8 Credit Party 8 Debt 8 Default 8 Default Rate 8 Defaulting Bank 9 Delta 9 Delta/Laramie Contribution Agreement 19 Delta/Laramie Management Services Agreement 9 Delta/Laramie Transaction 9 Delta/Laramie Transaction Borrowing Base 10 Delta/Laramie Transaction Closing Date 10, 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 44 Delta/Laramie Transaction Documents 10 Delta/Laramie Transaction Properties 10 Designated Equityholders 10 Distribution 10 Domestic Business Day 2 —C— CERCLA 25 Certificate 10 Domestic Lending Office 11 Election Notice 40 Environmental Complaint 11 Equity 11 ERISA 11 ERISA Affiliate 11 ERISA Event 11 Eurodollar Borrowing 5 Eurodollar Business Day 11 Eurodollar Lending Office 11 Eurodollar Loans 12 Eurodollar Rate 12 Event of Merger 9 Certificates 11 Default 65 Events of Default 65 Exchange Act 12 Excluded Taxes 12 Exhibit 12 FATCA 12 FCPA 12 Federal Flood Insurance 13 Federal Funds Rate 13 Fee Letter 13 FEMA 13 Financial Officer 13 Fiscal Quarter 13 Fiscal Year 13 Flood Insurance 13 Flood Insurance Regulations 14 Foreign Bank 14 Fund 14 GAAP 14 Gas Balancing Agreement 14 Governmental Authority 14 Guarantee 14 Guarantor 15 Guarantors 15 Hazardous Discharge 15 Hazardous Substance 15 Hedge Agreements 15 Hedge Monetization 15 Hedge Transaction 15 Hydrocarbons 15 Immaterial Title Deficiencies 15 Indemnified Party 80 Indemnified Taxes 16 Indirect Restricted Subsidiary 27 Indirect Subsidiary 16 Initial Borrowing Base 16 Initial Reserve Report 16 Interest Period 16 Investment 16 JPMorgan 17 JPMS 17 Laramie 17 Laws 17 Lending Office 17 Lending Party 87 Letter of Credit Exposure 17 Letter of Credit Fee 17 Letter of Credit Fronting Fee 17 Letter of Credit Issuer 17, 33 Letter of Credit Sublimit 18 Letters of Credit 18 Lien 18 Loan Papers 18 Margin Regulations 18 Margin Stock 18 Material Adverse 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 18 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 18 Material 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— 18 Material Contract Gas Imbalance 18 Maximum Premium 38 MDD 26 Medical Device 26 Merger 1 Merger Consideration 11 Minimum Condition 2 —N— Credit Amount 19 Maximum Lawful Rate 19 Mineral Interests 19 Monthly Date 19 Mortgages 19 National Flood Insurance Program 20 Note 20 Notes 20 Notice Period 36 —O— Offer 1 Offer Documents 4 Offer Price 1 Offer to Purchase 2 Offering 14 Option Amount 13 Order of Continuation or Conversion 31 Obligations 20 OFAC 20 Oil and Gas Hedge Transaction 20 Other Taxes 20 Outstanding Credit 20 Parent Guarantor 21 Parent Guarantors 21 Parent Limited Guaranty 21 Parent Pledge Agreement 21 Participant 21 Participant Register 84 Participants 83 PBGC 21 Permitted Encumbrances 21 Permitted Investments 22 —P— Parent 1 Parent Disclosure Schedule 28 Parent Material Adverse Effect 28 Parent’s Knowledge 31 Paying Agent 11 Permits 21 Permitted Tax Distributions 22 Person 12 Post22 Plan 22 Pre-Closing Date Projections 23 Prime Rate 23 Pro Forma Opening Statements 23 Proved Mineral Interests 23 Proved Nonproducing Mineral Interests 23 Proved Producing Mineral Interests 23 Proved Undeveloped Mineral Interests 23 Purchasers 84 Quarterly Date 23 RCRA 54 Recognized Value 23 Redetermination 24 Redetermination Date 24 Register 86 Regulation D 24 Regulation U 24 Request for Letter of Credit 24 Required Banks 24 Required Reserve Value 24 Reserve Report 24 Reserve Requirement 25 Restricted Payment 25 Restricted Subsidiary 25 Revolving Loan 25 Rolling Period 26 Schedule 26 Scheduled Redetermination 26 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 26 Section 409A 20 Securities Act 8 Securities Exchange Rule 3 Share Acceptance Time 2 Shares 1 Short Form Threshold 10 26 Secured Affiliate 26 Secured Hedge Provider 26 Special Meeting 10 Subsequent Offering Period 3 Flood Hazard Area 26 Special Redetermination 26 Subsidiary 16 Superior Proposal 36 Surviving Corpo 8 —T— 26 Subsidiary Guaranty 26 Subsidiary Pledge Agreement 27 Syndication Agent 27 Tax 24 27 Taxes 23, 24 Taxing Authorities 23 Tender and Voting Agreements 1 27 Termination Fee 45 Top-Up Option 7 Top-Up Option Shares 7 Transactions 1 Date 27 Transferee 86 Type 27 Unrestricted Subsidiary 27 Xxxxx Fargo 27 WFS 27 Withholding Agent 27 CREDIT AGREEMENT AND PLAN OF MERGER This THIS CREDIT AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated ) is entered into as of June 14, 2010 2012, among PICEANCE ENERGY, LLC, a Delaware limited liability company (the “Agreement DateBorrower”), is by and among ev3 Inc.JPMORGAN CHASE BANK, a Delaware corporation N.A., as Administrative Agent (the “CompanyAdministrative Agent”), Covidien Group S.a.r.l.XXXXX FARGO BANK, a Luxembourg company NATIONAL ASSOCIATION, as Syndication Agent (the “ParentSyndication Agent”), and COV Delaware Corporation, the financial institutions listed on Schedule 1.1 hereto as Banks (individually a Delaware corporation “Bank” and wholly owned subsidiary of the Parent (the collectively “PurchaserBanks”).
Appears in 1 contract
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 AAAH-1 Additional Deposit7 Additional Property Information13 Agreement6 Assignment22 Broker7 Brokerage Agreements31 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Day38 Cap32 Casualty Notice18 CERCLA35 Closing21 Closing 9 Condition22 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 Date8 Diligence Costs33 Diligence URL/Password13 Diligence Website13 Dispute Related Documents10 Due Diligence Termination Notice15 Xxxxxxx Money7 Effective Date7 Environmental Laws30 Escrow Agent7 Estoppel Deadline19 Existing Leases29 Hazardous Materials36 Independent Consideration11 Initiating PartyH-1 Inspection Period8 Intangible Personal Property10 Key Tenants8 Lease Files13 Leasing Costs27 License Agreements10 License Assignments24 Lock Lord Escrow40 Xxxxx Lord27 Xxxxx Lord Electrical Charge Dispute29 Xxxxx Lord Escrow Agreement40 Xxxxx Lord Termination Fee27 Master Lease23 Master Lease Escrow6 Master Lease Escrow Agreement6 Master Lease Escrow Deposit6 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 LicenseDamage19 Materially Damaged19 Non-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 Refundable Deposit7 OFAC31 Permitted Exceptions17 Permitted Outside Parties15 Post Closing Escrow39 Post-Closing SEC Reports 42 Prohibited Payment 21 Proxy Statement 10 Purchaser 1 —Q— Qualifying Transaction 45 —R— Escrow Agreement39 Property9 Property Documents14 Property Information11 Property Information Delivery Date7 Purchase Price6 Purchaser6 Purchaser’s Closing Date Certificate24 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”).Property9 Rent Roll11 Report15 Reports15 Required Estoppel Percentage20 Seller6 Seller Estoppel20 Seller Liens17 Seller’s Closing Date Certificate23 Seller’s Representatives32 Service Contracts10 Skybridge Estoppels20 Survey17 Survival Period32
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hines Real Estate Investment Trust Inc)
LIST OF DEFINED TERMS. A— Acquisition Proposal Affiliate 1 Agreement 1 Allocated Loan Balance 1 Anti-Money Laundering Laws 1 Assignment of Distributions 2 Assignment of Management Agreements 2 Assignment of Rents and Leases 2 Bank Secrecy Act 2 Bankruptcy Party 36 Affiliates 6 Agreement 1, 52 Agreement Date Borrower 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 Borrower Party 2 Budget 2 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Capital Expenditures Budget 1 Capital Improvements Costs 2 Capital Improvements Holdback 2 Capital Improvements Reserve 1 Cash on Cash Return 2 Certified Rent Roll 28 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 2 Collateral 2 Contract 17 —D— Rate 2 Debt Financing Letter 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time 9 End Date 43 3 Debt Service 3 Debt Service Coverage 3 Default Rate 3 Environmental Laws 25 3 ERISA 19 ESPP 20 Eurodollar Business Day 5 Exit Fee 3 Extension Request 12 Financial Institution 4 Fixed Portion 10 Fixed Rate 4 Fixed Rate Conversion Date 11 Greenway I LLC 8 Greenway I Project 7 Greenway II LLC 8 Greenway II Project 7 Greenway III LLC 8 Greenway III Project 7 Hazardous Materials 4 Holdback Contract Rate 4 Holdbacks 4 Initial Advance 10 Initial Funding Contract Rate 4 Interest Holdback 4 Interest Holder 31 Interest Period 4 Joinder 1 Joinder Parties 1 Joinder Party 4 Leasing Costs 4 Leasing Costs Holdback 4 Leasing Guidelines 5 Lender 1 Lender’s Quote 10 Libor Rate 5 Lien 5 Loan 5 Loan Documents 5 Loan Year 5 Lockout Period 13 Make Whole Breakage Amount 1 Maturity Date 5 Mortgage 6 Mortgaged Property 2 Net Cash Flow 6 Note 6 NPROL 6 OFAC 6 Operating Expenses 6 Operating Revenues 7 Palisades I LLC 8 Palisades I Project 7 Palisades II LLC 8 Palisades II Project 7 Palisades III Land 7 Palisades III LLC 8 Partial Release 14 Exchange Patriot Act 7 Person 7 Potential Default 7 Prepayment Period 13 Process Agent 2 Expiration Date 3 —F— FDCA 26 Financing Project 7 Project Owners 8 Projects 7 Restoration Threshold 8 Single Purpose Entity 8 Site Assessment 8 Specially Designated National and Blocked Persons 8 Standard Adjustments 9 XXXX 9 Transfer 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 U.S. Person 10 UCC 9 Underwritten NOI 9 Underwritten Operating Expenses 9 Underwritten Operating Revenues 10 LOAN AGREEMENT This 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 ) is entered into as of June 1November 18, 2010 (the “Agreement Date”)2011, is by and among ev3 Inc.between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg company (the “ParentLender”), and COV Delaware CorporationJP-KBS XXXXXXXXXX HOLDINGS, LLC, a Delaware corporation and wholly owned subsidiary of the Parent limited liability company (the “PurchaserBorrower”).
Appears in 1 contract
Samples: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
LIST OF DEFINED TERMS. A— The defined terms used in this agreement are as follows: Term Paragraph/Subparagraph Where Defined “Acquired Companies” Recitals “Acquired Companies’ Financial Statements” 5(g) “Acquired Interests” Recitals “Acquisition Proposal 36 Affiliates 6 Proposal” 13(a) “AMEX” 1(f) “Anti-Dilution Agreement” 8(i) “Anti-Dilution Rights” 1(h) “Completion Date” 11 “Confidentiality Agreement” 17(h) “Consideration Shares” Recitals “Definitive Agreement” 3 “Definitive 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 Deadline” 3 “Diavik Royalty Agreement” 4(a) “Directly Acquired Companies” Recitals “Encumbrances” 4(b)(i) “GFG Directly Held Companies” Recitals “GF Ghana Holdings” Recitals “GF Ghana Loans” Recitals “XX Xxxxxxxx” Recitals “GFLMS” Recitals “Ghana JV Companies” Recitals “Golden Star” 4(c) “Golden Star Offer” 4(c) “Gold Fields” Recitals “Gold Fields Circular” 7(c) “Gold Fields Disclosure Letter” 5 “Gold Fields Group” 5(a) “Gold Fields Group Company” 5(a) “Gold Fields Public Disclosure” 5(n) “IAMGOLD” Recitals “IAMGOLD Cash Offering” 1(h) “IAMGOLD Circular” 6(c) “IAMGOLD Disclosure Letter” 4 Term Paragraph/Subparagraph Where Defined “IAMGOLD Equity Securities” 1(h) “IAMGOLD Financial Statements” 4(g) “IAMGOLD Group” 4(a) “IAMGOLD Group Company” 4(a) “IAMGOLD Meeting” 6(c) “IAMGOLD Public Disclosure” 4(m) “IAMGOLD Rights Plan” 4(n) “IAMGOLD Significant Interest Companies” 4(a) “Indirectly Acquired Companies” Recitals “Legal Requirements” 13 “Listed Acquired Interests” 7(f) “Listed Directly Acquired Interests” Recitals “Listed Indirectly Acquired Interests” 7(f) “Matching Offer” 14(c) “material adverse effect” (in relation to the Acquired Companies) 9(c) “material adverse effect” (in relation to IAMGOLD) 10(c) “Minimum Ownership Level” 1(h) “Net Cash Subscription Amount” Recitals “Non-Target Party” 15 Company Charter “Orogen” Recitals “Permitted Gold Fields Transaction” 5(c) “Permitted IAMGOLD Transaction” 4(c) “Public Markets Transaction” 7(f) “Representatives” 2(a) “SARB” 8(j) “Special Dividend” Recitals “Subsequent Subscription Adjustment” Recitals “Superior Proposal” 14 “Target Party” 15 Company Common Stock 1 Company Disclosure Documents “Termination Date” 16 Company Disclosure Schedule “Transaction” Recitals “Transaction Documents” 8(a) “Triggering Event” 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 TSX” 1(f) “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”).Vendors” Recitals
Appears in 1 contract
Samples: Definitive Agreement (Iamgold Corp)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates Page No. Additional Property Information 6 Agreement 1 Assignee C-1 Assignment 13 Assignor C-1 Bxxx of Sale C-1 Broker 1 Business Day 26 CAM Reconciliation 16 Cap 20 Casualty Notice 11 CERCLA 23 Closing 12 Closing Condition 13 Closing Date 2 Code 19 Consultants 6 Contracts C-1 Deed 13 Derivative Claims 27 Due Diligence Termination Notice 8 Exxxxxx Money 1 Effective Date 1 Energy Disclosures 27 Environmental Reports 27 Escrow Agent 1 Grantor B-1 Hazardous Materials 23 Identified Pre-Closing Rent 15 Improvements 3, C-1 Independent Consideration 5 Inspection Period 2 Inspections 6 Intangible Personal Property 4, C-1 Land 3 Lease 3 Lease Files 6 Leasing Costs 16 License Agreements 4, C-1 material 11 Material Damage 11 Materially Damaged 11 Natural Hazard Laws 27 Natural Hazards Disclosure Statement 27 New Owner F-1 OFAC 18 Operating Expenses 16 Operating Statements 5 Over Collection 16 Permitted Exceptions 9 Personalty C-1 iv Property 3, B-1, F-1 Property Documents 8 Property Information 5 Property Information Delivery Date 2 Proposed Lease/License Transaction 10 Proration Schedule 15 Purchase Price 1 Purchaser 1 Purchaser Control Entity 24 Real Property 3, C-1 Related Parties 7 Rent Roll 5 Report 8 Reports 8 Seller 1, 52 Agreement F-1 Seller Parties 7 Seller’s Representatives 19 Service Contracts 4 Survey 9 Survival Period 19 Tangible Personal Property 4 Taxes 15 Tenant 3, C-1 Tenant Estoppel 12 Tenant Lease C-1 Tenant Receivables 15 Title and Survey Review Period 2 Title Commitment 9 Title Commitment Delivery 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 Title Company 1 Company Board 1 Company Board Recommendation 1 Company Bylaws Title Policy 10 to Purchaser’s knowledge 19 to Seller’s knowledge 19 to the best of Seller’s knowledge 19 Transferee D-1 Transferor D-1 Unbilled Tenant Receivables 15 Company Charter Uncollected Delinquent Tenant Receivables 15 Company Common Stock 1 Company Disclosure Documents Under Collection 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 PURCHASE AND SALE AGREEMENT 100 Xxxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx This Purchase and Sale 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 made and entered into by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.lbetween Purchaser and Seller., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates Page No. Additional Deposit 4 Additional Property Information 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 C-1 Assignment 12 Assignor C-1 Broker 2 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 21 Casualty Notice 10 Claims G-1 Closing 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Date 9 2 Closing Documents 15 Code 17 Commencement Date G-1 Conveyance Documents 13 Deed 12 Due Diligence Acceptance Notice 7 Xxxxxxx Money 1 Effective Date 2 Equipment Leases 6 ERISA 17 Escrow Agent 2 Improvements 4 including 21 Information Delivery Date 2 Initial Deposit 1 Inspection Period 2 Intangible Personal Property 4 Land 4 Lease Back Agreement 11 Lease Back Termination Date 11 Legal Requirements 15 Material Damage 10 Materially Damaged 10 Non-Permitted Exceptions 8 Note 5 OFAC 17 Operating Statements 5 Permitted Exceptions 8 Plan 17 Property 4 Property Documents 7 Property Information 5 Purchase Price 1 Purchaser 1 Pursuit Costs 2 Real Property 4 Seller 1 Seller Representative 17 Service Contracts 6 Survey 8 Survival Period 18 Tangible Personal Property 4 Taxes 14 Title and Survey Review Period 2 Title Commitment 7 Title Commitment Delivery Date 2 Title 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 Title Policy 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 PURCHASE 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”).SALE AGREEMENT
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates 6 Agreement 1, 52 Agreement Additional Rent 2 Affiliate 1 Basic Lease Information 1 Basic Rent i Building i Building’s Structure 1 Building’s Systems 1 Casualty 14 Commencement Date i Complex 3 Controllable Excess 5 Controllable Operating Costs 5 Damage Notice 14 Default Rate 5 Delivery Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Delivery Obligation 1 Event of Default 16 GAAP 11 Generator Installation 25 Hazardous Materials 22 including 1 Initial Liability Insurance Amount ii Land i Landlord 1 Landlord Default 18 Landlord’s Mortgagee 13 Law 1 Laws 39 Assignee 48 —B— Balance Sheet 1 Lease 1 Lease Month ii Loss 12 Monthly Amortization Rent 2 Mortgage 13 OFAC 23 Operating Costs 2 Operating Costs and Tax Statement 4 Outside Execution Date 18 Bank 40 Benefit Plans 19 Book Entry Shares 1 Parking Area 23 Permitted Transfer 10 Permitted Transferee 10 Permitted Use ii Premises i Prevailing Rental Rate 24 Primary Lease 13 Project i Rent ii Repair Period 14 Security Deposit ii Taking 14 Tangible Net Worth 11 Business Day 2 —C— CERCLA Taxes 4 Telecommunications Services 22 Tenant 1 Tenant Party 1 Tenant’s Off-Premises Equipment 1 Tenant’s Proportionate Share ii Term i Termination Date 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Termination Delivery 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 25 Termination Notice 25 Termination Outside Date 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”).Transfer 9
Appears in 1 contract
Samples: Lease Agreement (Ariba Inc)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates 6 Agreement 1Additional Rent 2 Affiliate 1 Approval Criteria 2 Architect 1 Base Tax Year ii Basic Lease Information 1 Basic Rent i Building’s Structure 1 Building’s Systems 1 Casualty 12 Commencement Date i Completed Application for Payment 3 Construction Allowance 3 Damage Notice 12 Default Rate 3 Disabilities Acts 6, 52 Agreement 21 Effective Termination Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Estimated Delivery Date 1 Event of Default 13 Expense Stop ii GAAP 9 Hazardous Materials 19 HVAC 4 Initial Appraiser 1 Initial Liability Insurance Amount ii Land i Landlord 1 Landlord’s Mortgagee 10 Law 1 Laws 39 Assignee 48 —B— Balance Sheet Date 1 Lease 1 Lease Month i Loss 10 Manager 1 Mortgage 10 Operating Costs 2 Operating Costs and Tax Statement 3 Permitted Transfer 8 Permitted Transferee 8 Permitted Use i Premises i Primary Lease 10 Project i Rent i Repair Period 12 Security Deposit i Space Plans 1 Space Plans Delivery Deadline 1 Substantial Completion 3 Substantially Completed 3 Taking 11 Tangible Net Worth 9 Taxes 3 Telecommunications Services 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 Tenant 1 Company Board Tenant Party 1 Company Board Recommendation Tenant’s Off-Premises Equipment 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 CompanyTenant’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 Proportionate Share i Term i Total Construction Costs 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 Working Drawings Delivery Deadline 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”).
Appears in 1 contract
Samples: Lease Agreement (Omtool LTD)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates Act 94 Adjusted Base Rate 2 Adjusted Base Rate Borrowing 2 Adjusted Base Rate Loan 2 Adjusted Base Rate Tranche 2 Adjusted Consolidated EBITDA 2 Adjusted LIBOR Rate 2 Administrative Agent 1 Advance Payment 2 Advance Payment Contract 2 Affiliate 3 Agent 3 Agents 3 Agreement 3 Annualized Consolidated EBITDA 3 Annualized Interest Expense 3 Applicable Environmental Law 3 Applicable Margin 4 Approved Fund 4 Approved Petroleum Engineer 5 Asset Disposition 5 Assignee 91 Assignment and Assumption Agreement 91 Authorized Officer 5 Availability 5 Bank 1 Bank of America 5 Bank of America Master Lease 5 Banks 1 Base Rate 5 BBA LIBOR 18 Book Runner 5 Borrower 5 Borrower Pledge Agreement 6 Agreement 1, 52 Agreement Borrowing 6 Borrowing Base 6 Borrowing Base Deficiency 6 Borrowing Base Hedge 6 Borrowing Base Hedge Monetization 6 Borrowing Base Properties 6 Borrowing Date 6 Cadent 6 Cahaba Mortgage 7 Cahaba Xxxxx 58 Capital Lease 7 Capital Lease Obligations 7 Cash Management Obligations 7 Cash Management Products 7 CERCLA 3 Certificate of Effectiveness 7 Code 7 Commitment 8 Commitment Fee Percentage 8 Commitment Percentage 8 Consolidated Current Assets 8 Consolidated Current Liabilities 8 Consolidated Domestic Subsidiaries 9 Consolidated Domestic Subsidiary 9 Consolidated EBITDA 8 Consolidated Net Income 8 Consolidated Net Interest 9 Consolidated Subsidiaries 9 Consolidated Subsidiary 9 contract rate 41 Control 9 Conversion Date 41 Convertible Preferred Equity 9 Convertible Preferred Equity Documents 9 Credit Parties 9 Credit Party 9 Current Financials 9 Debt 10 Debtor Relief Laws 10 Default 10 Default Rate 10 Defaulting Bank 10 Determination 11 Determination Date 11 Determination Period 11 disposal 4 disposed 4 Distribution 11 Documentation Agents 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 Domestic Business Day 2 —C— CERCLA 25 Certificate 11 Domestic Lending Office 11 Domestic Subsidiary 11 Effective Date 11 El Paso Corporation 12 El Paso Preferential Properties 12 Election Notice 48 Environmental Complaint 12 Environmental Liability 12 Equity 12 ERISA 12 ERISA Affiliate 12 ERISA Event 12 Eurodollar Borrowing 13 Eurodollar Business Day 13 Eurodollar Lending Office 13 Eurodollar Reserve Percentage 13 Eurodollar Tranche 13 Event of Merger 9 Certificates 11 Default 73 Events of Default 73 Exchange Act 13 Exhibit 13 Existing Banks 1 Existing Credit Agreement 1 Existing Mortgages 13 Facility Guaranty 13 Federal Funds Rate 14 Fiscal Quarter 14 Fiscal Year 14 Flood Insurance Regulation 14 Foreign Subsidiary 14 GAAP 14 Gas Balancing Agreement 14 GeoMet Gathering 14 GeoMet Operating 15 Governmental Authority 15 Guarantee 15 Hazardous Discharge 15 hazardous substance 4 Hazardous Substance 15 Hedge Transaction 15 Hydrocarbons 15 Immaterial Asset Dispositions 15 Immaterial Title Deficiencies 16 Indemnified Entity 88 Indirect Domestic Subsidiary 27 Initial Borrowing Base 16 Initial Reserve Report 16 Interest Coverage Ratio 16 Interest Expense 16 Interest Option 40 Interest Period 17 Investment 17 Issuer Documents 17 Laws 17 Lead Arranger 17 Lending Office 17 Letter of Credit Application 31 Letter of Credit Exposure 17 Letter of Credit Fee 18 Letter of Credit Fronting Fee 18 Letter of Credit Issuer 31 Letter of Credit Period 18 Letters of Credit 18 Leverage Ratio 18 liabilities and costs 87 LIBOR Rate 18 Lien 19 Liquidity 19 Loan 19 Loan Papers 19 Margin Regulations 19 Margin Stock 19 Master Leases 20 Material Adverse 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 20 Material Adverse Effect 15 Company 20 Material Agreement 20 Material Gas Imbalance 20 Maximum Lawful Rate 20 Mineral Interests 20 Mortgages 21 Net Cash Proceeds 21 Note 21 Notes 21 Obligations 21 Oil and Gas Hedge Transactions 21 Operating Lease 21 Outstanding Credit 22 Participant 90 Payor 46 PBGC 22 Periodic Determination 22 Permitted Asset Dispositions 22 Permitted Encumbrances 22 Permitted Investment 24 Person 25 petroleum 4 Plan 25 Preferential Right Reduction Amount 25 Process Agent 92 Proved Mineral Interests 25 Proved Non-producing Mineral Interests 25 Proved Producing Mineral Interests 25 Proved Undeveloped Mineral Interests 25 PVOG 25 PVOG Preferential Properties 00 XXXX 0 Recognized Value 26 Refunding Borrowing 26 Regulation U 26 Related Parties 26 release 4 Required Banks 26 Required Payment 46 Required Reserve Value 26 Reserve Report 26 Restricted Stock 14 Company RSUs 14 Company Payment 27 Rolling Period 27 Rollover Notice 40 Schedule 27 Scheduled Determination Date 27 SEC Reports 17 Company Stock Option 14 Company Stockholder Approval 27 Company Stockholders Section 27 Sherwood 27 solid waste 4 Special Determination 27 Subsidiary 27 Subsidiary Pledge Agreement 27 Surplus Commitment 83 Swing Line Bank 28 Swing Line Borrowing 28 Swing Line Exposure 28 Swing Line Loan 36 Swing Line Notice 28 Swing Line Sublimit 28 Syndication Agent 1 CompanyTax 28 Taxes 28 Termination Date 28 threatened release 4 Total Commitment 28 Total Indebtedness 28 Tranche 28 Tranches 28 Type 28 US Bank Master Lease 28 Vitruvian 29 Vitruvian Acquisition 29 Vitruvian Acquisition Documents 29 Vitruvian Acquisition Properties 29 Vitruvian Mineral Interest Purchase Agreement 29 Vitruvian Properties EBITDA 29 Withholding Agent 29 Yorktown 29 EXHIBITS Exhibit A — Form of Note Exhibit B — Form of Request for Borrowing Exhibit C — Form of Request for Letter of Credit Exhibit D — Form of Rollover Notice Exhibit E — Form of Financial Officer’s Knowledge 19 Confidentiality Certificate Exhibit F — Form of Assignment and Assumption Agreement 34 Consideration Fund 11 Continuing Director 6 Continuing Employees 37 Contract 17 —DExhibit G — Form of Borrower Pledge Agreement Exhibit H — Form of Subsidiary Pledge Agreement Exhibit I — Form of Facility Guaranty Exhibit J — Form of Certificate of Effectiveness Exhibit K — Form of Swing Line Notice SCHEDULES Schedule 1 — Financial Institutions Schedule 2 — Litigation Schedule 3 — Organizational Structure Schedule 4 — Debt Financing Letter 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —ESchedule 5 — Effective Time 9 End Date 43 Environmental Laws 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration Date 3 —FEl Paso Preferential Properties Schedule 6 — 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 PVOG Preferential Properties FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDED AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”)RESTATED CREDIT AGREEMENT, dated as of June 1October 14, 2010 2011, to be effective as of the Effective Date (the “Agreement Date”as hereinafter defined), is by and among ev3 GeoMet, Inc., a Delaware corporation (the “CompanyBorrower”), Covidien Group S.a.r.l.Bank of America, N.A., a Luxembourg company national banking association, as Administrative Agent (the “ParentAdministrative Agent”), BNP Paribas, as Syndication Agent (“Syndication Agent”), US Bank National Association and COV Delaware CorporationBank of Scotland plc, a Delaware corporation and wholly owned subsidiary of the Parent as Co-Documentation Agents (collectively, the “PurchaserDocumentation Agents”) and the financial institutions listed on Schedule 1 hereto as Banks including, without limitation, Swing Line Bank (as defined below) (individually a “Bank” and collectively “Banks”).
Appears in 1 contract
Samples: Credit Agreement (GeoMet, Inc.)
LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates 6 Affiliate 1 Agreement 1, 52 Agreement Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Anti-Money Laundering Laws 39 Assignee 48 —B— Balance Sheet Date 18 1 Assignment of Rents and Leases 1 Bank 40 Benefit Plans 19 Book Entry Shares 11 Secrecy Act 2 Bankruptcy Party 38 Borrower 1 Borrower Party 2 Budget 2 Business Day 2 —C— CERCLA 25 Cap Agreement 14 Cash Liquidity Balances 2 Cash on Cash Return 2 Closing Date 2 Collateral 2 Compliance Certificate 2 Contract Rate 10 Cornerstone REIT 2 Counterparty 15 Debt 3 Debt Service 3 Debt Service Coverage 3 Default Rate 3 Environmental Laws 3 ERISA 21 Eurodollar Business Day 1 Event of Merger 9 Certificates 11 Change Default 3 Exit Fee 14 Financial Institution 4 Guarantors 4 Guaranty 4 Hazardous Materials 4 Interest Holder 31 Interest Period 4 Lender 1 Lender Investment Claims 45 Libor Floor Rate 4 Libor Rate 4 Lien 4 Loan 5 Loan Documents 5 Loan Year 5 Loss Proceeds 5 LTV Ratio 5 Management Agreement 5 Manager 5 Maturity Date 6 Mortgage 6 Net Cash Flow 6 Note 6 OFAC 6 Operating Expenses 6 Operating Revenues 7 Origination Fee 14 Patriot Act 7 Permitted Encumbrances 7 Person 7 Potential Default 7 Project 7 Restoration Threshold 7 Secondary Market Transaction 7 Single Purpose Entity 7 Site Assessment 8 Specially Designated National and Blocked Persons 8 Spread Maintenance Amount 8 Standard Adjustments 8 Subordination of Recommendation 35 Chestnut Merger Property Management Agreement 9 Closing Tangible Net Worth 9 Closing Date Tax and Insurance Escrow Reserve 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 Test Period 9 Transfer 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time U.S. Person 10 UCC 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 Underwritten NOI 10 Underwritten Operating Expenses 10 Underwritten Operating Revenues 10 LOAN AGREEMENT This 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 ") is entered into as of June 1September 7, 2010 (the “Agreement Date”), is by and among ev3 Inc.2012 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg company (the “Parent”"Lender"), and COV Delaware CorporationCOP - WESTERN AVE., LLC, a Delaware corporation and wholly owned subsidiary of the Parent California limited liability company (the “Purchaser”"Borrower").
Appears in 1 contract
Samples: Loan Agreement (Cornerstone Core Properties REIT, Inc.)
