Payment Defined Terms. For purposes of this Agreement, the following terms shall have the meanings indicated:
Payment Defined Terms Sample Clauses
Related to Payment Defined Terms
Additional Defined Terms Section 1.01 of the Credit Agreement is hereby further amended and supplemented by adding the following new definitions, which read in their entirety as follows:
Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:
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”).
Defined Terms As used in this Agreement, the following terms have the meanings specified below:
New Defined Terms The following defined terms are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
01 (Defined Terms) (i) Section 1.01 of the Credit Agreement is hereby amended by adding in the appropriate alphabetical order the following new definitions:
Indenture; Defined Terms This Note is one of the 3.225% Senior Notes due 2022 (the “Notes”) issued under the Senior Indenture dated as of June 5, 2009 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by the Third Supplemental Indenture dated as of August 27, 2012, the “Indenture”) by and between the Issuer and the Trustee, as trustee. This Note is a “Global Security” and the Notes are “Global Securities” under the Indenture. For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
Use of Defined Terms Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in the Disclosure Schedule and in each other Loan Document, notice and other communication delivered from time to time in connection with this Agreement or any other Loan Document.
Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:
Certain Additional Defined Terms In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------
