Defined Terms and Rules of Construction Reference is made to the Glossary of Defined Terms and Rules of Construction (as the same may be supplemented, amended or modified, the “Glossary”) attached as Exhibit A to the Indenture. The Glossary is incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Glossary.
Meanings For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities;” “interested persons;” and “assignment” shall have the meaning defined in the 1940 Act or the rules promulgated thereunder; subject, however, to such exemptions as may be granted by the SEC under the 1940 Act or any interpretations of the SEC staff.
INDEX OF DEFINED TERMS Capitalized terms in this Agreement shall have the defined meanings that appear in the provisions of the Agreement listed below. Acceptance Time 5.2(b) Acquisition Proposal 5.2(a) Adverse Recommendation Change 5.2(c) Affiliate 3.3(d) Agreement Preamble Alternative Acquisition Agreement 5.2(c) Assignee 9.5(a) award 3.3(b) Book-Entry Share 2.1(c) business day 9.10(b) CERCLA 3.18(b) Certificate of Merger 1.4 Certificate 2.1(c) Closing 1.5 Closing Amount Recitals Closing Date 1.5 Code 2.6 Company Preamble Company Balance Sheet 3.6(a) Company Board of Directors Recitals Company Disclosure Letter SECTION 3 Company Joint Venture 3.4(c) Company’s knowledge 9.10(b) Company Material Adverse Effect 3.1(a) Company Option 2.4(a) Company Preferred Stock 3.3(a) Company Quarterly Balance Sheet 3.7 Company Restricted Share 2.4(b) Company Restricted Stock 2.4(b) Company Rights 3.3(a) Company Rights Agreement 3.3(a) Company SEC Reports 3.5 Company Stockholder Approval 6.1 Company Stock Plans 2.4(a) Company Subsidiary 3.4(a) Confidentiality Agreement 1.2(c) Continuing Employee 6.11(b) CPR Recitals CPR Agreement Recitals Current D&O Insurance 6.8(b) Delisting Period 6.3 DGCL Recitals Dissenting Shares 2.3(a) DSU 2.4(c) Effective Time 1.4 Employee Release 6.11(d) Environmental Laws 3.18(e)(i) ERISA 3.16(a) ERISA Affiliate 3.16(b) Exchange Act 1.1(a) Exchange Fund 2.2(a) Expiration Date 1.1(a) FCPA 3.9(c) FDA 3.9(d) Good Clinical Practices 3.9(h) Good Laboratory Practices 3.9(h) Good Manufacturing Practices 3.9(i) Governmental Entity 9.10(b) Hazardous Materials 3.18(e)(ii) HSR Act 3.19 IC Plans 6.11(a) Incentive Compensation Plan 6.11(a) Indemnified Parties 6.8(a) Independent Directors 6.9(a) IRS 3.16(a) Laws 3.9(b) Layoff Laws 3.17(b) Maximum Premium 6.8(b) Merger 1.3(a) Merger Agreement Annex I Merger Consideration 2.1(c) Minimum Condition Annex I Notice Period 5.2(d) OECD Convention 3.9(c) Offer Recitals Offer Condition 1.1(a) Offer Documents 1.1(c) Offer Price Recitals Offer to Purchase 1.1(a) on a fully diluted basis 9.10(b) Outside Date 8.1(b)(ii) Parent Preamble Paying Agent 2.2(a) Performance-Based DSU 2.4(c) Permits 3.9 person 9.10(b) Plans 3.16(a) Post-Closing SEC Reports 6.3 Principal Stockholders Recitals Prior Plan 6.11(c) Program 3.9(k) Prohibited Payment 3.9(c) Proprietary Rights 3.12(a) Proxy Statement 1.8(a)(ii) Real Property 3.12(b) Regulation M-A 1.1(c) Release 3.18(e)(iii) Representatives 5.2(a) Reporting Tail Endorsement 6.8(b) Restraints 8.1(b)(i) Rights Agent Recitals Sales Incentive Compensation Plan 6.11(a) Xxxxxxxx-Xxxxx Act 3.6(b) Schedule 14D-9 1.2(b) Schedule TO 1.1(b) SEC 1.1(a) Securities Act 3.11(c) Severance 6.11(d) Shares Recitals Special Meeting 1.8(a)(i) Sub Preamble Sub Common Stock 2.1 Successor Plan 6.11(c) Superior Proposal 5.2(b) Surviving Corporation 1.3(a) Tax 3.15(a) Taxable 3.15(a) Tax Return 3.15(a) Tender Completion Time 6.2 Tender and Voting Agreements Recitals Terminated Employee 6.11(d) Termination Fee 8.2(b) Time-Vested DSU 2.4(c) Top-Up Option 1.10(a) Top-Up Shares 1.10(a) UK Bribery Act 3.9(c) THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 24, 2011 is among CUBIST PHARMACEUTICALS, INC. (“Parent”), a Delaware corporation, FRD ACQUISITION CORPORATION (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and ADOLOR CORPORATION (the “Company”), a Delaware corporation.
Definitions and Rules of Construction 1.1 Unless otherwise defined herein, the following capitalized terms shall have the following meanings: