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 368(a) Reorganization 8.9 Acquired Groupe Shares Recitals Acquired Scient’x Shares Recitals Acquired Scient’x Shares Recitals AcquisitinoCo Equity 6.2(a) AcquisitionCo Preamble AcquisitionCo Organizational Documents 6.1(a) AcquisitionHoldCo Preamble AcquisitionHoldCo Equity 6.2(b) AcquisitionHoldCo Organizational Documents 6.1(a) Action 2.11 Adverse Recommendation Change 8.6 AFSSAPS 2.22(a) Agreement Preamble Antitrust Challenge 8.4(c) Benefit Plan 2.20(a) Xxxxx 8.10 Business 3.6 Business Day 1.9 Closing 1.9 Closing Date 1.9 COBRA 2.19(c)(viii) Code Recitals Copyrights 2.17(a) Corporate Governance Agreement Recitals Deductible DOJ 8.4(b) End Date 10.1(f) Environmental Law 2.16(e) Equitable Exceptions 4.2 ERISA 2.19(a)(v) ERISA Affiliate 2.19(a)(vi) Excluded 2.9(c) FCPA 2.23 FDA 2.22 FDCA 2.22 Fee Certificate 10.3(a) FTC 8.4(b) GAAP 2.5 Governmental Authority 2.4(a) Term Section Groupe Acquired Scient’x Shares Recitals HPC Preamble HPC Advisors’ Fees 10.3(a) HPC I Preamble HPC II Preamble Insurance Policies 2.14(a) Intellectual Property 2.17(a) Interim Period 7.1(a) IRS 2.19(c) Issuer Preamble Issuer Board Recitals Issuer Common Stock Recitals Issuer Copyrights 5.14(a) Issuer Financial Statements 5.4(b) Issuer Intellectual Property 5.14(a) Issuer Intellectual Property Agreements 5.14(e) Issuer Material Contracts 5.5(a) Issuer Medical Device 5.15 Issuer New Redeemable Preferred Stock 5.2(a) Issuer Patents 5.14(a) Issuer Payment Programs 5.17(a) Issuer Permits 5.8 Issuer Preferred Stock 5.2(a) Issuer Product 5.18 Issuer SEC Reports 5.4(a) Issuer Special Committee Recitals Issuer Stock Plans 5.2(a) Issuer Stockholders’ Meeting 8.5(a) Issuer Trademarks 5.14(a) Issuer Transactions Recitals Issuer Voting Proposal 8.6 Liens 2.3(d)(vi) Losses 2.11 LuxCo I Recitals LuxCo I Acquired Scient’x Shares Recitals LuxCo I Shares 1.2(a) LuxCo II Preamble LuxCo II Shares 1.2(b) Materials of Environmental Concern 2.16(e) MDD 2.22
Certain Additional Definitions. Certain capitalized terms used in this Xxxxxxxxx ESA Custodial Agreement are defined in the Xxxxxxxxx ESA Adoption Agreement. In addition, the following terms have the ascribed meaning:
Certain Additional Definitions. For all purposes of and under 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:
Certain Additional Definitions. For all purposes of and under 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 Adjustment Statement 2.5.2 Adjustment Statement Period 2.5.2 Agreement Preamble Allocable Shared Contract 2.3.1 Alternative Reimbursement 9.5.4 Antitrust Division 5.3 Assignment of Business Intellectual Property 7.2.1 Assumed Liabilities 2.7.1 Assumption Agreement 7.2.2 Xxxx of Sale 7.2.1 Business Recitals Business Insurance Policies 3.11 Buyer Preamble Buyer Transition Services Agreement 7.2 CIM 10.1.2 Claimant 9.4.1 Closing 7.1.1 Closing Date 7.1.1 Commitment 5.9.3 Communications Preamble Confidentiality Agreement 5.7.1 Deductible 9.5.1 Estimated Adjustment Statement 2.5.1 Estimated Purchase Price 2.5.1 Excluded Assets 2.2 Excluded Contracts 2.2.7 Excluded Licenses 3.15.1 Financial Statements 3.4 FTC 5.3 HFSA 5.6.4 Indemnifying Party 9.4.1 Leases 3.7.2 Listed Properties 5.9.3 Most Recent Balance sheet 3.4 Newspapers Recitals Noncompetition and Nonsolicitation Agreement 7.2.10 Operations Preamble Other Employee Programs 3.13.1 Other Newspapers 5.10 Parent Preamble Permitted Title Exceptions 5.9.3 Projections 10.1 Purchase Price 2.4 Replacement Contract 2.3.2 Retained Liabilities 2.7.2 Returns 5.4.1 Seller Preamble Seller Transition Services Agreement 7.3.7 Shared Contract Liabilities 2.3.1 Shared Contract Rights 2.3.1 Title Defects 5.9.3 Title Insurance Policy 5.9.3 Title Policy 5.9.3 Transferred Assets 2.1 Transferred Employees 5.6.1 Transferred Licenses 3.15.1 Upset Date 8.1.4
Certain Additional Definitions. As used in this Agreement, “herein,” “hereunder” and “hereof” shall refer to this Agreement as a whole, and “including” shall mean “including but not limited to” and “including, without limitation.”
Certain Additional Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: "Prospectus" shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus. "Register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the 1933 Act, and such registration statement or document becoming effective under the 1933 Act. "Registrable Securities" shall mean (i) the Purchased Shares; (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such Purchased Shares; and (iii) any Common Stock issued pursuant to Section 4.2(a). "Registration Statement" shall mean any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such
Certain Additional Definitions. For purposes of this Agreement:
Certain Additional Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:
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 Additional Units 5.2(b) Affiliated Institution 10.2(f) Agreement preamble Approval Date 17.5 BBA 11.4 Capital Account 5.3 Board Observer 7.3(c)(ix) CEO 9.1 Certificate of Formation recitals Chairman of the Board 7.8 Company preamble Covered Person 10.1(a) Director 7.1 Directors and Observers Schedule 7.3(g) Effective Date preamble First Amended and Restated LLC Agreement recitals Fiscal Year 14.1 Forfeiture Allocations 18.2(e) Holdco recitals Investor Director Nomination Rotation 7.3(c)(i) Losses 10.2(a) Misallocated Item 18.5 Nominating Transferee 7.3(d)(iii) Nomination Waiver 7.3(c)(iv) Officers 9.1 Operational Date 17.5 Original Effective Date recitals Original LLC Agreement recitals Partnership Audit Rules 14.2(b) Partnership Representative 14.2(b) Petition Candidate 7.4(c) Regulator 13.3(b) Regulatory Allocations 18.2(d) Secretary 9.1 Shortfall Amount 11.3 Tax Advances 11.3 Taxing Authority 11.4 Unallocated Item 18.5 Withholding Advances 11.4
Certain Additional Definitions. As used in this Warrant, the following capitalized terms shall have the following meanings:
