Schedule Definitions. All capitalized terms in the Company Disclosure Letter and the Parent Disclosure Letter shall have the meanings ascribed to them herein (including in Annex A) except as otherwise defined therein.
Schedule Definitions. All capitalized terms in the Company Disclosure Schedule or Company Disclosure Schedule shall have the meanings ascribed to them herein, unless the context otherwise requires or as otherwise defined.
Schedule Definitions. All capitalized terms in the Firefly Disclosure Letter and the Ohm Disclosure Letter shall have the meanings ascribed to them herein (including in Annex A) except as otherwise defined therein.
Schedule Definitions. All capitalized terms in the Power Disclosure Letter and the Shock Disclosure Letter shall have the meanings ascribed to them herein, except as otherwise defined therein.
Schedule Definitions. 1.1 In addition to the definitions set out in Clause 1 of this Agreement, the capitalised terms set out below have the following meanings:
Schedule Definitions. 47 8.13 Effect of Amendment and Restatement.............................. 47 EXHIBITS: Exhibit A Amended and Restated WDOP Merger Agreement Exhibit B Amended and Restated WROP Merger Agreement Exhibit C Form of Voting Agreement Exhibit D-1 WDOP Election and Consent Form (Class B Common Unitholders) Exhibit D-2 WROP Election and Consent Form (Class C Common Unitholders) Exhibit D-3 WROP Election and Consent Form (Class D Common Unitholders) Exhibit E Drever Partners Stock Purchase Agreement Exhibit F Form of Option Surrender Agreement, Release and Waiver Exhibit G Form of Second Amended and Restated Limited Partnership Agreement of WDOP Exhibit H Form of Second Amended and Restated Limited Partnership Agreement of WROP Exhibit I Form of Loan Repayment Agreement Exhibit J Form of Legal Opinion of Lockx Xxxdxxx & Xapp XXX (iv) 6 DISCLOSURE SCHEDULES: Schedule A Stockholders with Voting Agreements Schedule B Class B Common Unitholders with Powers of Attorney Schedule C Class C Common Unitholders with Powers of Attorney Schedule D Class D Common Unitholders with Powers of Attorney Company Disclosure Schedule: Schedule 3.1(a) Company Subsidiaries Schedule 3.1(b) Company Capital Structure Schedule 3.1(c) Company Conflicts/Consents Schedule 3.1(f) Company Certain Changes or Events Schedule 3.1(g) Company Undisclosed Liabilities Schedule 3.1(j) Company Litigation Schedule 3.1(k) Company Tax Information Schedule 3.1(l) Company Pension and Benefit Plan and Related Information Schedule 3.1(m) Company Labor Matters Schedule 3.1(o) Company Environmental Matters Schedule 3.1(p) Company Properties Schedule 3.1(q) Company Insurance Schedule 3.1(x) Company Contracts Schedule Company Information Systems 3.1(dd) Schedule 4.1 Company Conduct of Business Parent/Newco Disclosure Schedule: Schedule 3.2(g) Parent/Newco Financing Commitments Schedule 5.5(b) Parent/Newco Transaction Consents SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of January 6, 2000 (this "Agreement"), to be effective as of September 24, 1999 (the "Prior Execution Date"), among Waldxx Xxxidential Properties, Inc., a Maryland corporation (the "Company"), Oly Hightop Corporation, a Maryland corporation ("Newco"), and Oly Hightop Parent, L.P., a Delaware limited partnership ("Parent");
Schedule Definitions. 65 Annex A - Officers and Directors of the Surviving Corporation Annex B - WCAS Class C Holders Exhibit A - Lock-Up Agreement Exhibit B - Form of Opinion of Company's Counsel Exhibit C - Form of Opinion of Concentra's and Mergeco's Counsel Exhibit D-1 - Form of Common/Class A-B-E Election Exhibit D-2 - Form of Class C Election Form Schedule 4.1(a) - Organization of the Company and Related Entities Schedule 4.1(b) - Encumbrances and Capital Structure of the Company Schedule 4.1(c) - Consents and Approvals of the Company Schedule 4.1(d) - Liabilities, Obligations and Company's Business Conducted the Ordinary Course Schedule 4.1(f) - Company Permits Schedule 4.1(g) - Litigation Against the Company Schedule 4.1(h) - Insurance of the Company Schedule 4.1(j) - Leased Real Property of the Company Schedule 4.1(k) - Personal Property of the Company Schedule 4.1(l) - Company Permitted Liens Schedule 4.1(m) - Environmental Matters of the Company Schedule 4.1(n) - Taxes of the Company Schedule 4.1(o) - Company Material Contracts Schedule 4.1(p) - Company Employee Benefit Plans Schedule 4.1(q) - Company Intellectual Property Schedule 4.1(r) - Affiliate Transactions Schedule 4.2(a) - Organization of Concentra Schedule 4.2(b) - Encumbrances and Capital Structure of Concentra Schedule 4.2(c) - Consents and Approvals of Concentra Schedule 4.2(d) - Liabilities, Obligations and Concentra's Business Conducted in the Ordinary Course Schedule 4.2(f) - Concentra Permits Schedule 4.2(h) - Insurance of Concentra Schedule 4.2(j) - Permitted Encumbrances of Concentra Schedule 4.2(k) - Environmental Matters of Concentra Schedule 4.2(m) - Concentra Material Contracts Schedule 4.2(n) - Concentra Employee Benefit Plans Schedule 4.2(p) - Affiliate Transactions THE SHARES OF COMMON STOCK REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER THEREOF PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS. AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 2, 2001, is executed by and among Concentra Inc., a Delaware corporation ("Concentra"), NHR Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Concentra ("Mergeco"), and N...
Schedule Definitions. 67 8.13 Effect of Amendment and Restatement..............................................67
Schedule Definitions. 70 EXHIBITS: Exhibit A Form of Articles Supplementary Classifying 2,000,000 Shares of Company Cumulative Redeemable Preferred Stock Exhibit B Individuals to be added to Board of Trustees Exhibit C Form of Rule 145 Affiliate Agreement Exhibit D Form of Indemnification Agreement Exhibit E Stock Purchase Agreement - Meridian Point Properties, Inc. Exhibit F Stock Purchase Agreement - Meridian Refrigerated, Inc. DISCLOSURE SCHEDULES: MIT Disclosure Schedule: ------------------------
Schedule Definitions. 96 8.14 Time of the Essence............................................... 96 8.15
