Referencing 6
Referencing 6 Sample Clauses
Related to Referencing 6
Index of Other Defined Terms In addition to those terms defined above, the following terms shall have the respective meanings given thereto in the sections indicated below:
Additional Provisions Related to Exercise (a) The Option shall be exercisable only on such date or dates and during such period and for such number of shares of Common Stock as are set forth in this Agreement.
Defined Terms; References Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
Defined Terms and Marginal Headings The words "Landlord" and "Tenant" as used herein shall include the plural as well as singular. If more than one person is named as Tenant, the obligations of such persons are joint and several. The headings and titles to the articles, sections and subsections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease.
Original Terms Unmodified The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser, and which has been delivered to the Custodian or to such other Person as the Purchaser shall designate in writing, and the terms of which are reflected in the related Mortgage Loan Schedule. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, if any, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule, if applicable. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement, approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage Loan File delivered to the Custodian or to such other Person as the Purchaser shall designate in writing and the terms of which are reflected in the related Mortgage Loan Schedule;
INCORPORATION OF GUIDES BY REFERENCE The Seller/Servicer acknowledges that it has received and read the Guides. All provisions of the Guides are incorporated by reference into and made a part of this Contract, and shall be binding upon the parties; provided, however, that the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for Residential Funding only if and for so long as it shall have been authorized to do so by Residential Funding in writing. Specific reference in this Contract to particular provisions of the Guides and not to other provisions does not mean that those provisions of the Guides not specifically cited in this Contract are not applicable. All terms used herein shall have the same meanings as such terms have in the Guides, unless the context clearly requires otherwise.
Amendments to Schedules A. Schedule I to the Existing Credit Agreement is hereby amended by deleting said Schedule I in its entirety and substituting in place thereof a new Schedule I in the form of Annex I to this Amendment.
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”).
INDEX OF EXHIBITS Exhibit A Purchase Price Note Exhibit B Stock Pledge and Security Agreement Exhibit C Employment Agreement of Xxxx Xxxxxx Exhibit D Employment Agreement of Xxxxxx Xxxxxx Exhibit E Employment Agreement of Xxxxx Xxxxxx Exhibit F Escrow Agreement INDEX OF SCHEDULES Schedule 2.6 Capitalization of MTLM Schedule 3.1 Jurisdictions in which Qualified to do Business Schedule 3.4 Capitalization of Reserve and the Company Schedule 3.5 Shareholders; Partners Schedule 3.6 Violations; Conflicts; etc. Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.10 Changes since the Current Balance Sheet Date Schedule 3.11 Liabilities Schedule 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14(a) Owned Real Estate Schedule 3.14(b) Leases Schedule 3.15 Title to and Condition of Assets Schedule 3.16 Compliance with Laws Schedule 3.17 Labor and Employment Matters Schedule 3.18 Employee Benefit Plans Schedule 3.19 Tax Matters Schedule 3.20 Insurance Schedule 3.22 Licenses and Permits Schedule 3.23 Relationships with Customers and Suppliers Schedule 3.24 Intellectual Property Schedule 3.25 Contracts Schedule 3.26 Material Customers Schedule 3.30 Names Schedule 4.1 Conduct of Business Pending Closing Schedule 5.14 Employee Warrants Schedule 11.1 Missing Due Diligence Items and Schedules PURCHASE AGREEMENT This Purchase Agreement (this "Agreement") is entered into effective as of January 17, 1997, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); X. Xxxxxx Iron & Metal, Inc., an Ohio corporation (the "Company") and the sole general partner of Reserve Iron & Metal Limited Partnership, a Delaware limited partnership ("Reserve"); and Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx, who constitute all of the shareholders of the Company (together, the "Shareholders"). Certain other capitalized terms used herein are defined in ARTICLE XI or elsewhere throughout this Agreement.
INDEX OF DEFINED TERMS Acquiror 1 Acquiror Bank 62 Acquiror Benefit Plan 62 Acquiror Board 62 Acquiror Bylaws 62 Acquiror Capital Stock 62 Acquiror Capitalization Date 30 Acquiror Certificate of Incorporation 61 Acquiror Common Stock 62 Acquiror Disclosure Schedules 70 Acquiror ERISA Affiliate 62 Acquiror Financial Statements 31 Acquiror Preferred Stock 30 Acquiror SEC Reports 62 Acquiror Stock Issuance 62 Acquisition Proposal 62 Affiliate 63 Agreement 1 Applicable Mortgage Business Requirements 63 Articles of Merger 2 Bank 63 Bank Merger 63 Business Day 63 Call Report 63 Certificate of Merger 2 CIC Payment 49 Closing 2 Closing Acquiror Common Stock Price 63 Closing Date 2 Code 63 Company 1 Company Adverse Recommendation 39 Company Articles of Incorporation 63 Company Benefit Plan 63 Company Board 64 Company Bylaws 64 Company Capital Stock 64 Company Capitalization Date 9 Company Common Stock 64 Company Disclosure Schedules 70 Company Employees 37 Company ERISA Affiliate 64 Company Financial Statements 10 Company Investment Securities 27 Company Loans 13 Company Material Contract 22 Company Permitted Exceptions 12 Company Real Estate 64 Company Shareholder Approval 64 Company Shareholders’ Meeting 39 Company Stock Certificates 5 Confidentiality Agreement 34 Consulting Agreement 40 Contemplated Transactions 64 Contract 64 Control,” ”Controlling” or ”Controlled 64 Conversion Fund 5 Covered Employees 48 CRA 64 Deposit Insurance Fund 65 Derivative Transactions 65 DGCL 65 Dissenters’ Shares 6 DOL 65 Effective Time 2 Environment 65 Environmental Laws 65 ERISA 65 Exchange Act 65 Exchange Agent 4 Existing D&O Policy 45 FDIC 65 Federal Reserve 65 GAAP 65 Hazardous Materials 65 IBCA 65 Immediate Family Member 65 Indemnified Party 44 IRS 66 Knowledge 66 Legal Requirement 66 Letter of Transmittal 5 Lien 66 Material Adverse Effect 66 Merger 1 MergerCo 1 Mid-Tier Merger 1 Mid-Tier Merger Agreement 3 Mortgage Agency 67 Mortgage Loan 67 NASDAQ Rules 67 New Plans 49 viii Old Plans 49 Order 67 Ordinary Course of Business 67 OREO 67 Outstanding Company Shares 67 PBGC 67 Per Share Cash Consideration 4 Per Share Merger Consideration 3 Per Share Stock Consideration 4 Person 67 Previously Disclosed 70 Proceeding 68 Proxy Statement 68 Registration Statement 68 Regulatory Authority 68 Remediation Cost 68 Representative 68 Requisite Regulatory Approvals 68 Restrictive Covenant Agreements 1 Schedules 70 SEC 68 Securities Act 68 Shareholder Agreement 9 Subsidiary 68 Superior Proposal 68 Surviving Entity 1 Tax 69 Tax Return 69 Termination Date 54 Termination Fee 57 Third Party Consents 9 Total Payments 50 Transition Date 69 U.S. 69 Unaudited Monthly Financial Statements 34 ix x
