Section 5.2 definition

Section 5.2Constituent Corporations" Preamble "Contribution Agreement" Recitals "D&O Insurance" Section 5.8(b) "DGCL" Section 1.2 "Dissenting Shares" Section 1.6(d) "Dissenting Stockholder" Section 1.6(d) "Effective Time" Section 1.3 "Environmental Law" Section 3.19(a) "Environmental Permit" Section 3.19(a) "ERISA" Section 3.13(a) "ERISA Affiliate" Section 3.13(a) "Exchange Act" Section 2.4 "First USA" Recitals "GAAP" Section 3.14(a) "Governmental Entity" Section 2.3 "Hazardous Substances" Section 3.19(a) "Holdco" Preamble "HSR Act" Section 2.3 "Intellectual Property Rights" Section 3.16 "Legal Advice" Section 4.2(a) "Liens" Section 3.2 "Merger" Recitals "Merger Consideration" Recitals "Merger Sub" Preamble "Option Holder" Section 5.4(a) "Parent" Preamble "Paying Agent" Section 1.7(a) "Proxy Statement" Section 2.4 "Purchase Plan Option" Section 5.4(b) "Real Estate" Section 3.17(b) "Schedule 13e-3" Section 2.4 "SEC" Section 2.4 "Securities Act" Section 3.6 "Shares" Recitals "Software" Section 3.16 "State Takeover Approvals" Section 2.3 "Stockholder Agreement" Recitals "Stockholder Meeting"
Section 5.2Constituent Corporations" Preamble "Contribution Agreement" Recitals "D&O Insurance" Section 5.8(b) "DGCL" Section 1.2 "Dissenting Shares" Section 1.6(d) "Dissenting Stockholder" Section 1.6(d) "Effective Time" Section 1.3 "Environmental Law" Section 3.19(a) "Environmental Permit" Section 3.19(a) "ERISA" Section 3.13(a) "ERISA Affiliate" Section 3.13(a) "Exchange Act" Section 2.4 "First USA" Recitals "GAAP" Section 3.14(a) "Governmental Entity" Section 2.3 "Hazardous Substances" Section 3.19(a) "Holdco" Preamble "HSR Act" Section 2.3 "Intellectual Property Rights" Section 3.16 "Legal Advice" Section 4.2(a) "Liens" Section 3.2 "Merger" Recitals "Merger Consideration" Recitals "Merger Sub" Preamble
Section 5.2. Seller's Notice" Section 10.6 "Software" Section 1.1(c) "Statement of Assets" Section 5.9 "Statement of Assets Date" Section 5.9 "Taiwan Manufacturing Assets" Section 10.7 "Taiwan Permits" Section 10.7 "Taiwan Purchase Agreement" Section 10.7 "

Examples of Section 5.2 in a sentence

  • Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense.

  • TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction.

  • The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute.

  • If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 below.

  • Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

  • Except as set forth in this Section 7.7, the arbitration shall be conducted pursuant to Section 5.2.

  • If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below.

  • In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation in accordance with the following terms and conditions: A party shall submit a dispute to mediation by written notice to the other party.

  • If, following mediation, ICANN and the Working Group have not reached an agreement on the Proposed Revisions, either the CEO or the Chair may provide the other person written notice (an “Arbitration Notice”) requiring ICANN and the Applicable Registry Operators to resolve the dispute through binding arbitration in accordance with the arbitration provisions of Section 5.2, subject to the requirements and limitations of this Section 7.7(e).

  • The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

Related to Section 5.2

  • Section 4(2) shall have the meaning set forth in the recitals of this Agreement.

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Section 504 Plan means a student’s individualized plan developed by the student’s Section 504 multidisciplinary team after a pre-placement evaluation finding the student is disabled within the meaning of Section 504 and its implementing regulations.

  • Section 3 means Section 3 of the Housing and Urban Development Act of 1968.

  • Section 504 means section 504 of the Act.

  • Section 102 means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.

  • Section 404 means Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s rules and regulations promulgated thereunder.

  • Section 2 Nonresident BIDDER" means a BIDDERS whose principal place of business is not in this state, but excludes a contractor whose ultimate parent company or majority owner has its principal place of business in this state.

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Particle accelerator means any machine capable of accelerating electrons, protons, deuterons, or other charged particles in a vacuum and of discharging the resultant particulate or other radiation into a medium at energies usually in excess of one MeV. For purposes of this definition, "accelerator" is an equivalent term.

  • Section 404 Report means management’s report on “internal control over financial reporting” as defined by the SEC and the related attestation report of the independent certified public accountant as described in Section 3(A)(1).

  • Section 8 means Section 8(c)(2)(A) of the United States Housing Act of 1937, as amended.

  • Section 502(b)(10) changes means changes that contravene an express permit term or condition. Such changes do not include changes that would violate applicable requirements or contravene federally enforceable permit terms and conditions that are monitoring (including test methods), recordkeeping, reporting, or compliance certification requirements.

  • Paragraph 3 The use of new instructional materials and classroom presentations that may involve controversial issues should be planned by the individual teacher and discussed with the department chairman and the building principal before they are initiated in the classroom.

  • Section 1110 means Section 1110 of the Bankruptcy Code.

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an Affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; (c) or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a claim; provided that a Section 510(b) Claim shall not include any claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an equity interest.

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • Sectional Plan means the sectional plan approved or to be approved by the Surveyor-General and to be registered in the relevant deeds registry;

  • Subsection refer to the respective Sections and Subsections of this Agreement, and references to “Exhibit” or “Schedule” refer to the respective Exhibits and Schedules attached hereto; (iii) wherever the word “include,” “includes” or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.” All capitalized terms used in this Agreement that are defined in the Purchase Agreement or otherwise defined in Articles 8 or 9 of the Code shall have the meanings assigned to them in the Purchase Agreement or the Code, respectively and as applicable, unless the context of this Agreement requires otherwise. In addition to the capitalized terms defined in the Code and the Purchase Agreement, unless the context otherwise requires, when used herein, the following capitalized terms shall have the following meanings (provided that if a capitalized term used herein is defined in the Purchase Agreement and separately defined in this Agreement, the meaning of such term as defined in this Agreement shall control for purposes of this Agreement):

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Gross beta particle activity means the total radioactivity due to beta particle emission as inferred from measurements on a dry sample.

  • Sentence means the sanction or combination of sanctions imposed by the sentencing court on an offender who is convicted of or pleads guilty to an offense.

  • Section 1 Qualified Daily Trading Limit" Section 1 "Registered" Section 1 "Registrable Securities" Section 1 "Registration Statement" Section 2.5(a)(i) "Releases" Section 5.13 "SEC" Section 2.5(a)(i) "SEC Documents" Section 5.8 "SEC Filings" Section 1 "Securities Act" Section 1 "Selling Period" Section 1 "Selling Period Obligation" Section 1 "Settlement" Section 1 "Settlement Date" Section 1 "Significant Subsidiaries" Section 5.20 "Subsidiaries Section 5.3 "Suit" Section 5.18(c) "Tax Return" Section 1 "Taxes" Section 1 "Trading Day" Section 1 "Transfer Agent" Section 1 "Underwriter" Preamble "Underwriter's Clearing Broker" Section 1 "Underwriting Price" Section 1 "Underwriter Sales Notice" Section 2.3(b) "Violations" Section 9.1(a) "VWAP" Section 1 "WARN" Section 5.11 PROVISIONAL PATENT APPLICATION HAS BEEN FILED COMMON STOCK UNDERWRITING AGREEMENT COMMON STOCK UNDERWRITING AGREEMENT dated as of November 1, 2000 (the "Agreement"), between Ramius Securities, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Underwriter"), and Triangle Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company").

  • Paragraph means a portion of this Consent Decree identified by an Arabic numeral.

  • Section 423 Component means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.

  • Gross alpha particle activity means the total radioactivity due to alpha particle emission as inferred from measurements on a dry sample.