Exchange 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;
Transaction Agreement has the meaning set forth in the recitals.
Support Agreement has the meaning set forth in the Recitals.
Parent Agreement has the meaning given to it in Clause 12;
Restructuring Agreement shall have the meaning set forth in the recitals.
Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.
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.
Acquisition Agreements has the meaning specified in the Recitals.
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Share Exchange Agreement has the meaning specified in the Recitals.
Backstop Agreement has the meaning set forth in the recitals to this Agreement.
Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).
Shareholder Agreement has the meaning set forth in the Recitals.
Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.
Master Transaction Agreement has the meaning set forth in the recitals.
Support Agreements has the meaning set forth in the Recitals.
Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than Holdings, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Investment Agreement shall have the meaning set forth in the Recitals hereto.
SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:
Merger Agreement has the meaning set forth in the Recitals.
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.
Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.
Restructuring Support Agreement has the meaning set forth in the Recitals.