Merger Agreement has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Support Agreements has the meaning set forth in the Recitals.
Transaction Agreement has the meaning set forth in the recitals.
Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;
VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.
Acquisition Agreement as defined in the recitals hereto.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Parent Agreement has the meaning given to it in Clause 12;
Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.
Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.
Existing Agreements has the meaning as set forth in Section 3.2 hereof.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Voting Agreements has the meaning set forth in the Recitals.
Share Exchange Agreement has the meaning specified in the Recitals.
Transactional Agreements means: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Shareholder Agreement has the meaning set forth in the Recitals.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors and each holder of Common Stock and Common Stock Equivalents holding, on a fully diluted basis, more than 5% of the Company’s issued and outstanding Common Stock, in the form of Exhibit A attached hereto.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Reorganization Agreement has the meaning set forth in the recitals.
Plan of Merger has the meaning set forth in Section 2.2.