Table of Additional Definitions Sample Clauses

Table of Additional Definitions. The following terms have the meanings set forth in the Sections set forth below: Definition Location “Agreement” Preamble “Business Plan Deadlock” 2.01(e) “Debt Financing” 2.01(b)
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Table of Additional Definitions. The following terms have the meanings set forth in the Sections set forth below: Definition Location Affected Director 7.01(b)(i) Affected Shareholder 7.01(a)(iii)(A) Agreement Preamble Auditors 4.01(a) Bankruptcy Law 7.01 Confidential Information 5.04(a) Custodian 7.01 day(s) 1.02 Discovery Preamble Dispute 8.10(b) Dispute Notice 8,10(b) Drag-Along Notice 3.08(c) Drag-Along Offer 3.08(c) Drag-Along Offered Securities 3.08(b) Drag-Along Transaction 3.08(b) Dragged-Along Shareholder 3.08(b) Dragging-Along Shareholder 3.08(b) Election Notice 3.11(a) Finance and Audit Committee 2.05(b) FoundryCo Preamble Intel 3.02(b) Interim Relief Proceeding 8.10(c) IPO Demand Request 5.01(c) Last Look Acceptance Notice 3.06(b) Last Look Notice 3.06(b) LCIA Rules 8.10(c) Mutually Designated Appraiser 3.11(b)(iii) Non-Affected Director 7.01(b)(i) Non-Affected Shareholder 7.01(a)(iii) Notice of Acceptance 3.05(c) Notice of Issuance 5.07(c) Offer 3.05(b) Offer Notice 3.05(b) Offer Period 3.05(c) Offer Price 3.05(b) Offered Securities 3.05(b) Other Shareholder 3.05(b) Oyster Preamble Parties/Party Preamble People/Compensation Committee 2.05(a) Proceedings 8.10(c) Prospective Seller 3.05(b) Prospective Transferee 3.09(a) Public Sale 3.09(b) Registration Statement 5.01(c) Representatives 5.04(a) Restricted Party 5.04(a) Restricted Period 3.03(a) Definition Location SEC 4.01(b) Shareholders’ Agreement Preamble SOX 4.01(c) Tag-Along Notice of Interest 3.07(b)(ii) Tag-Along Offer 3.05(c) Tag-Along Offered Securities 3.07(b)(ii) Unaccepted Securities 3.05(e)
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Table of Additional Definitions. The following terms have the meanings set forth in the Sections set forth below: Definition Location “Closing” 2.03 “Closing Date” 2.03 “Combined Assets” Schedule 2.08 “Combined Liabilities” Schedule 2.08 “Confidential Information” 9.07(a) “Discovery” Preamble “Discovery FoundryCo Closing Deliverables” 2.04(a) “Discovery Indemnified Party” 12.04 “Discovery Loss” 12.04 “Discovery Oyster Closing Deliverables” 2.04(b) “Discovery Pearl Closing Deliverables” 2.04(c) “Discovery SEC Documents” 3.06 “Dispute” 14.09(b) “Dispute Notice” 14.09(b) “EAA” Preamble “ERISA” 3.18 “FoundryCo” Preamble “FoundryCo Discovery Closing Deliverables” 2.05(a) “FoundryCo Employee” 4.18(a) “FoundryCo Oyster Closing Deliverables” 2.05(b) “Independent Accounting Firm” 2.08(b)(ii) “Interim Relief Proceeding” 14.09(c) “lease” 4.13(a)
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Table of Additional Definitions. The following terms have the meanings set forth in the Sections set forth below: Definition Location
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Table of Additional Definitions. The following terms have the meanings set forth in the Sections set forth below: Definition Location Additional Committed Quantities Section 3(b)(i) Base Committed Quantities Section 3(b)(i) Billet Section 5(a) Committed Quantities Section 3(b)(i) Fixed Premium Section 3(b)(ii) Fixed Premium Aluminum Section 3(b)(ii) Fixed Premium Foundry Tee Bar Section 7(c) Fixed Premium P0506A Aluminum Section 9(c) Fixed Premium High Conductivity Sow Section 13(c) Force Majeure Section 22(a) Foundry Tee Bar Section 7(a) HDC/Small Form Committed Quantities Section 6(b) High Conductivity Sow Section 13(a) High Purity Committed Quantities Section 4(b) Molten Aluminum Section 12 Monthly Orders Section 14 Other Foundry Tee Bar Section 7(d)(i) Other HDC/Small Form Section 6(e)(i) Other High Conductivity Sow Section 13(d)(i) Other High Purity Section 4(e)(i) Other Slab Section 8(e)(i) P0610A Base Payment Section 6(d)(i) Slab Section 8(a) Slab Committed Quantities Section 8(b) Take or Pay Commitment Section 3(a) Tee Bar Section 7(a) Unalloyed Aluminum Exhibit B CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[Redacted]*”. A COMPLETE VERSION OF THIS AGREEMENT AND EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. Unalloyed Tee Bar Section 7(a)
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Table of Additional Definitions. The following terms have the meanings set forth in the Sections set forth below: Definition Location “Closing” 2.03 “Closing Date” 2.03 “Combined Assets” Schedule 2.08 “Combined Liabilities” Schedule 2.08 “Confidential Information” 9.07(a) “Discovery” Preamble
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Table of Additional Definitions. The following terms have the meanings set forth in the Sections set forth below:
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Table of Additional Definitions. The following terms have the meanings set forth in the Sections set forth below: Definition Location Agreement Preamble Alternative Transaction Section 5.6 ARSPA Section 5.17 Buyer Preamble Buyer Indemnified Parties Section 8.2 BV Transfer Section 5.17 Closing Section 2.2(a) Closing Date Section 2.2(a) Company Recitals
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Related to Table of Additional Definitions

  • Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)

  • Additional Definitions The following terms have the meanings given below:

  • 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 ------------ -----------------

  • 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)

  • Special Definitions For purposes of this Article Fourth, the following definitions shall apply:

  • Additional Definition Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:

  • Additional Defined Terms As used herein, the following defined terms shall have the following meanings with respect to the Notes only:

  • 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.

  • Certain Definitions For purposes of this Agreement, the following terms have the meanings indicated:

  • 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.

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