Table of Definitions The following terms have the meanings set forth in the Sections referenced below: Definition Location Acquiror Preamble Acquiror Indemnified Parties 9.2(a) Affected Employees 5.7(a) Agreement Preamble Antitrust Laws 5.9(b) Balance Sheet 3.6(a) Balance Sheet Date 3.6(a) Bylaws 2.4 Cap 9.3(a) Cash-Through Amount 2.2(a) Certificate of Incorporation 2.4 Definition Location Certificate of Merger 2.2(b) Certificates 2.10(d) Claim Notice 9.5(a) Closing 2.2(a) Closing Balance Sheet 2.14(c) Closing Date 2.2(a) Closing Estimate 2.14(a) Closing Working Capital 2.14(b) Company Preamble Company Fundamental Representations 9.1 Confidentiality Agreement 5.8 D&O Indemnified Liabilities 5.12(a) D&O Indemnified Parties 5.12(a) Damages 9.2(a) Debt Commitment Letter 4.5 Debt Financing 4.5 Deductible 9.3(a) Delivery Date 2.14(c) DGCL Recitals Disclosure Schedules Article III Dispute 2.15(a) Dispute Notice 9.5(b), 2.15(a) Dispute Period 2.15(a) Disputed Return 6.4 Dissenting Shares 2.8 Effective Time 2.2(b) Employee Plans 3.10(a) Environmental Laws 3.16(b) Environmental Permits 3.16(b) Equity Commitment Letter 4.5 ERISA 3.10(a) Escrow Agent 7.1(c) Estimated Closing Working Capital 2.14(a) Expiration Date 9.1 Financial Statements 3.6(a) Hazardous Substances 3.16(b) Indemnified Party 9.5(a) Indemnitor 9.5(a) Indemnity Escrow Agreement 7.1(c) J.A.M.S. Rules 10.18(a) Letter of Transmittal 2.10(d) Majority Holders 2.13(b)
Deletion of Definitions With respect to the Securities only, the following definitions shall be deleted in their entirety in Section 1.01 of the Senior Indenture:
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):
Amendment of Definitions Subject to Section 2.01 hereof, the Indenture is hereby amended by deleting any definitions from the Indenture with respect to which references would be eliminated as a result of the amendments of the Indenture pursuant to Section 1.01 hereof.
TABLE OF DEFINED TERMS Terms Reference in Agreement Acquisition Proposal Section 6.1(g) Affiliates Section 3.10(b) Agreement Preamble Alternative Acquisition Agreement Section 6.1(b)(ii) Board Recommendation Section 3.3(a) Business Facility Section 3.12(i) Buyer Preamble Buyer Holders Section 2.1(b) Buyer Material Adverse Effect Section 4.1 Certificate of Merger Section 1.1 Certificates Section 2.2(b) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(f) Company Preamble Company Balance Sheet Section 3.4(b) Company Board Preamble Company Common Stock Section 2.1(b) Company Disclosure Schedule Article III Company Employee Plans Section 3.13(a) Company Financial Advisor Section 3.17 Company 401(k) Plans Section 6.11(c) Company Intellectual Property Section 3.9(a)(i) Company Leases Section 3.8(b) Company Material Adverse Effect Section 3.1(a) Company Material Contracts Section 3.10(a)(xi) Company Preferred Stock Section 3.2(a) Company Registered Intellectual Property Rights Section 3.9(e) Company SEC Reports Section 3.4(a) Company Stock Option Section 3.2(b) Company Stock Options Section 3.2(b) Company Stock Plans Section 3.2(b) Company Stockholder Approval Section 3.3(a) Company Stockholders’ Meeting Section 6.2(a) Company Voting Agreements Preamble Company Voting Proposal Section 3.3(a) Confidentiality Agreement Section 9.3 Copyrights Section 3.9(a)(ii) Covered Employees Section 6.11(a) DGCL Preamble Dissenting Shares Section 2.3(a) Terms Reference in Agreement Effective Time Section 1.1 Employee Benefit Plan Section 3.13(a) Environmental Law Section 3.12(g) ERISA Section 3.13(a) ERISA Affiliate Section 3.13(a) Exchange Act Section 3.3(c) Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) GAAP Section 3.4(b) Governmental Entity Section 3.3(c) Hazardous Substance Section 3.12(h) Indemnified Parties Section 6.8(a) Intellectual Property Not defined Intellectual Property Rights Section 3.9(a)(ii) Liens Section 3.2(d) Majority Stockholder Preamble Majority Stockholder Approval Section 7.1(b) Majority Stockholder Voting Agreement Preamble Merger Preamble Merger Consideration Section 2.1(c) Option Consideration Not defined Option Exchange Ratio Not defined Ordinary Course of Business Section 3.2(c) Outside Date Section 8.1(b) Parties Preamble Patents Section 3.9(a)(ii) Proxy Statement Section 6.2(a) Permitted Liens Section 3.15 Registered Intellectual Property Rights Section 3.9(a)(iii) Representatives Section 6.1(a) Xxxxxxxx-Xxxxx Act Section 3.4(a) SEC Section 3.3(c) Securities Act Section 3.4(a) Shrinkwrap Software Section 3.9(a)(iv) Software Section 3.9(a)(v) Special Committee Preamble Specified Time Section 6.1(a)(ii) Subsidiary Section 3.1(b) Superior Proposal Section 6.1(g) Surviving Corporation Section 1.3(b) Taxes Section 3.7(a) Tax Returns Section 3.7(a) Technology Section 3.9(a)(v) Terms Reference in Agreement Third Party Intellectual Property Not defined. Trademarks Section 3.9(a)(ii) Transitory Subsidiary Preamble AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 25, 2004, is by and among InfoSpace, Inc., a Delaware corporation (the “Buyer”), Big Book Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Switchboard Incorporated, a Delaware corporation (the “Company”). The Buyer, the Transitory Subsidiary and the Company are referred to collectively as the “Parties.” Except to the extent provided herein to the contrary, all references to the Company shall be deemed to include the Company and each Subsidiary (as defined in Section 3.1(b) below) thereof.
Purpose and Definitions 1. The purpose of this Chapter is to promote the objectives of this Agreement by simplifying customs procedures in relation to bilateral trade between the Parties.
Specific Definitions The following terms used in this Agreement shall have the following meanings:
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 Defined in Term Section ---- -------
1Definitions In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: