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 4(2) shall have the meaning set forth in the recitals of this Agreement.
Section 3 means Section 3 of the Housing and Urban Development Act of 1968.
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; or (c) 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 Interest.
Section 504 means section 504 of the Act.
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”.
Subsection means subsection of the section in which the term is used;
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 1110 means Section 1110 of the Bankruptcy Code.
Section 404 means Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s rules and regulations promulgated thereunder.
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 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").
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
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.
sentence means any punishment or measure involving deprivation of liberty ordered by a court for a limited or unlimited period of time on account of a criminal offence;
Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.
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.
Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered by the Seller to the Purchaser in connection with this Agreement.
Disclosure Letter means that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.
Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.
Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).
(B) For purposes of subparagraph (A), the term ap- plicable interest rate’ means the interest rate which would be used (as of the date of the distribution) by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribu- tion on plan termination.’’
Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.
Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Company Disclosure Letter has the meaning set forth in Article III.