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 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 Company --------------------------- Disclosure Schedule or Concentra Disclosure Schedule shall have the meanings ascribed to them herein, unless the context otherwise requires or as otherwise defined.
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. All capitalized terms in the Target Disclosure Memorandum or Buyer Disclosure Memorandum shall have the meanings ascribed to them herein, unless the context otherwise requires or as otherwise defined.
Schedule Definitions. In this Agreement the following words and expressions shall have the following meanings: Board means the board of directors for the time being of the Company and includes any person or committee duly authorised by the board of directors, or any nominee of a Group Company, or any majority or sole shareholder of the Company duly authorised to act on its behalf for the purposes of this Agreement (including any committee of the Board duly appointed by it); Businesses means all and any trades or other commercial activities (including without limitation Restricted Products and/or Restricted Services) of the Company or any Group Company:
Schedule Definitions. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all material Employee Plans of the Company as of the date of this Agreement. For purposes of this Agreement, the following terms have the following definitions:
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. All capitalized terms in the MIT Disclosure Schedule or Company Disclosure Schedule shall have the meanings ascribed to them herein, unless the context otherwise requires or as otherwise defined. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Schedule Definitions. 67 8.13 Effect of Amendment and Restatement..............................................67
