Other Definition Sample Clauses

Other Definition. For purposes of this Agreement, “Proxy Term” shall mean the period from the execution of this Agreement until the earlier of (i) the date on which the Merger Agreement is terminated in accordance with its terms or (ii) the Effective Date.
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Other Definition. For the purposes of this Agreement, the terms listed below have the meanings ascribed to them in the respective sections of this Agreement set forth below. Access Limitations Section 4.02(a) Acquired Companies Recitals Acquired Company Recitals Acquisition Section 1.02 Affiliate Arrangements Section 2.26 Agreement Preamble Announcement Section 5.05 Anti-Money Laundering Laws Section 2.21(c) Antitrust Approvals Section 5.01(a)(i) Asset Buying Entities Recitals Asset Buying Entity Recitals Asset Selling Entities Recitals Asset Selling Entity Recitals Benefits/Burdens Period Section 1.08(c) Business Cash Annex A Business Financial Information Section 2.09(a) Business Insurance Policies Section 5.14 Business Intellectual Property Section 2.16(e) Business Interests Annex A Business Internal Reorganization Section 5.03(a) Business Inventory Statement Section 2.23(b) Business Key Customers Section 2.19 Business Key Suppliers Section 2.19 Business Material Contracts Section 2.18(b) Business Transfer Documents Section 5.19 Buyer Counsel Section 9.09 Buyer De Minimis Amount Section 8.04(b)(iv) Buyer Deductible Section 8.04(b)(iv) Buyer Defined Benefit Plans Section 5.02(i) Buyer Engagement Section 9.16(a) Buyer General Cap Section 8.04(b)(iii) Buyer Indemnitees Section 8.02 Buyer Parent Preamble Buyer Parties Preamble Buyer Party Preamble Buyer Released Parties Section 5.22 Buyer Retained Licensed Intellectual Property Section 5.09(b)(iii) Buyer Warranties Article III Buying Entities Recitals Claim Section 8.04(a) Xxxxxxxx Section 9.09 Closing Section 1.01 Closing Date Section 1.01 Closing Statement Section 1.05(b) Collective Bargaining Agreement Section 2.15(c) Commingled Contract Separation Section 5.20 Conditional Offer Section 5.02(a) Confidentiality Agreement Section 4.02(b) Credit Support Items Section 5.17 Data Privacy Requirements Section 2.16(n) Data Room Section 9.04 Debt Financing Section 3.07(a) Debt Financing Commitment Section 5.16(b) Debt Financing Commitments Section 3.07(a) Debt Financing Sources Section 3.07(a) Delayed Transfer Company Section 1.08(e) Disclosing Party Section 5.04(b) Enforceability Exceptions Section 2.02 Equity Buying Entities Preamble Equity Buying Entity Preamble Equity Financing Section 3.07(a) Equity Financing Commitment Section 3.07(a) Equity Financing Sources Section 3.07(a) Equity Selling Entities Preamble Equity Selling Entity Preamble Estimated Asset Allocation Schedule Section 1.03(b) Estimated Closing Cash Section 1.05(...
Sample 1
Other Definition. The following terms shall have the meanings defined in the Section indicated: Accounting Principles 2.4(b) Acquisition Transaction 5.13(d) Agreement Preamble Allocation 7.1(a) Annual Cash Bonus 6.4(a) Annual Cash Bonus Plan 6.4(a) Antitrust Termination Fee 9.3(b)(ii) Bank Secrecy Act 1.1 Bankruptcy Code 5.20(i) Base Purchase Price 2.2 Business Financial Statements 3.5(a) Business Leased Real Property 3.13(b) Business Material Contracts 3.16(a) Business Real Property Lease 3.13(b) Capital Gains Tax Exemption 7.6(b) Chosen Courts 11.3(a) Closing 2.1 Closing Adjustments 2.2 Closing Date 2.3(a) Closing Payment 2.2 Closing Purchase Price 2.2 Collection Fees and Expenses 9.3(c) Company Guarantees 5.9(b) Company Licensee 5.20(a) Company Licensor 5.20(b) Company Permits 3.10 Competing Business 5.13(c) Copyrights 1.1 Corporate Conversion 5.18(b) Corporate Names 5.12(a) Covered Tax Proceeding 7.8(a) Current Representation 11.12(a) D&O Indemnitees 5.17(a) D&O Policy 5.17(b) Deductible 10.3(b)(i) Delivery Date 7.6(b) Designated Person 11.12(a) Divested Entity 5.20(h)(ii) e-mail 11.7 Enforceability Exceptions 3.3 Equityholders Agreement 5.22 Estimated Closing Statement 2.4(a) Exemption Documentation 7.6(b) Final Closing Statement 2.6(c) Final Purchase Price 2.7 Financing Amounts 4.7 Guarantee Indemnified Party 5.9(b), 5.9(a) Guarantees 5.9(b) Indemnified Party 10.4(a) Indemnifying Party 10.4(a) Independent Accounting Firm 2.6(c) Initial Closing Statement 2.5(a) Internet Properties 1.1 KakaoBank True-Up Payment 5.21 Last Balance Sheet Date 3.5(b) Legal Restraints 8.1(b) Managers 5.19(a) Marks 1.1 Naver 4.4 NewCo 5.18(b) NewCo Transfer 5.18(b) Notice of Disagreement 2.6(a) Other Real Property 3.13(b) Outside Date 9.1(b)(i) Overall Cap 10.2(c) Parent Preamble Parent Disclosure Schedule Article III Parent Guarantees 5.9(a) Parent Indemnified Parties 10.3(a) Parent Licensees 5.20(b) Parent Licensors 5.20(a) Parent Releasees 11.14(a) Parent True-Up Payment 5.21 Parties Preamble Party Preamble Patents 1.1 Post-Closing Adjustment 2.7 Post-Closing Representation 11.12(a) Pre-Closing Actions 5.18(a) Pre-Closing Period 5.15 Purchaser Preamble Purchaser Disclosure Schedule Article IV Purchaser Fundamental Representations 8.3(a) Purchaser Guarantor Preamble Purchaser Indemnified Parties 10.2(a) Purchaser Releasees 11.14(b) Purchaser Termination Fee 9.3(b)(i) Purchaser True-Up Payment 5.21 R&W Insurance Policy 5.16 RATI 7.8(b)(i) Refund Amount 7.8(d) Registered Business Intellectual...
Sample 1

Related to Other Definition

  • Other Definitions Term Defined in Section

  • Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Further Definitions The following terms have the meaning set forth in the Sections set forth below: Action § 4.09 Agreement Preamble Alternative Transaction § 7.05(a) Antitrust Laws § 7.13(a) BCAC Preamble BCAC Board Recitals BCAC Closing Statement § 3.06(b) (a) BCAC Proposals § 7.01(a) BCAC SEC Reports § 5.07(a) BCAC Stockholders’ Meeting § 7.01(a) Blue Sky Laws § 4.05(b) Business Combination Proposal § 7.05(b) Certificate of Merger § 2.02(a) Certificates § 3.02(b) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) CMS § 4.25(a) Code § 3.02(b) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Permits § 4.06 Company Share Awards § 4.03(a) Company Stockholder Approval § 4.18 Confidentiality Agreement § 7.04(b) Continuing Employees § 7.06(c) Contribution § 4.13(e) Data Security Requirements § 4.13(g) DGCL Recitals Dissenting Shares § 3.05(a) Effective Time § 2.02(a) Environmental Permits § 4.15 Equity Plan § 7.06(a) Equity Purchase Agreement Recitals ERISA § 4.10(a) ERISA Affiliate § 4.10(b) Estimated Closing Statement § 3.06(a) Exchange Act § 4.21 Exchange Agent § 3.02(a) Exchange Fund § 3.02(a) Exchanged Option § 3.01(d) Financial Statements § 4.07(b) GAAP § 4.07(a) (a) Initial Post-Closing BCAC Directors § 2.05(b) Insurance Policies § 4.17(a) IRS § 4.10(a) Intended Tax Treatment Recitals Ladenburg § 5.12 Lease § 4.12(b) Lease Documents § 4.12(b) Letter of Transmittal § 3.02(b) Lincoln Park Recitals Material Contracts § 4.16(a) Merger Recitals Merger Sub Preamble Merger Sub Board Recitals Merger Sub Common Stock § 5.03(b) OIG § 4.25(a) Outside Date § 9.01(b) Outstanding BCAC Transaction Expenses § 3.04(b) Outstanding Company Transaction Expenses § 3.04(a) PCAOB Financial Statements § 7.14 Per Share Merger Consideration § 3.01(a) Plans § 4.10(a) Prior Financial Statements § 4.07(a) Private Placements Recitals Proxy Statement § 7.01(a) Registration Rights and Lock-Up Agreement Recitals Registration Statement § 7.01(a) Remedies Exceptions § 4.04 Representatives § 7.04(a) SEC § 5.07(a) Securities Act § 5.07(a) Stockholder Support Agreement Recitals Subscription Agreement Recitals Surviving Corporation § 2.01 Tax § 4.14(v) Tax Return § 4.14(v) Terminating BCAC Breach § 9.01(g) Terminating Company Breach § 9.01(f) Top Supplier § 4.22(a) Transfer Agent Cancellation § 3.02(b) Trust Account § 5.13 Trust Agreement § 5.13 Trust Fund § 5.13 Trustee § 5.13 Unaudited Balance Sheets § 4.07(b) WARN Act § 4.11(c) Written Consent § 7.03

  • Other Definitional Terms The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule, Exhibit and like references are to this Agreement unless otherwise specified.

  • Other Definitional Provisions (a) Capitalized terms used herein and not otherwise defined herein have meanings assigned to them in the Indenture, or, if not defined therein, in the Trust Agreement. (b) All terms defined in this Agreement shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (c) As used in this Agreement, in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms partly defined in this Agreement or in any such instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this Agreement or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control. (d) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.” (e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. (f) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

  • Other Definitions and Provisions With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (j) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including” and (k) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

  • Addition of Definitions With respect to the Senior Notes only, Section 1.01 of the Base Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):

  • 01 Definitions 1 SECTION 1.02

  • 000 DEFINITIONS 6. 100 Maintenance shall be work performed for the repair, renovation, revamp and upkeep of property, machinery and equipment within the limits of the plant property.

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