Terms Defined Elsewhere. As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table: Definition Section Agreement Preamble Amendment to the Company Management Agreement Recitals Articles of Merger 2.2(b) Book-Entry Shares 3.3(b)(i) Cancelled Shares 3.1(b)(v) Certificate of Merger 2.2(b) Certificates 3.3(b)(i) Closing 2.2(a) Closing Date 2.2(a) Code Recitals Company Preamble 2 Definition Section Company Additional Dividend Amount 6.19(a) Company Affiliate 9.10(a) Company Board Recitals Company Board Recommendation Recitals Company Change of Recommendation 6.3(b) Company Common Stock 3.1(b)(i) Company Contracts 3.2(b) Company DER Consideration 3.2(b) Company Director Designee 2.6 Company Disclosure Letter Article IV Company Dividend Equivalent Right 3.2(b) Company Material Adverse Effect 4.1(a) Company Permits 4.9 Company Plans 4.10(a) Company SEC Documents 4.5(a) Company Series A Preferred Stock 3.1(b)(iii) Company Series B Preferred Stock 3.1(b)(iii) Company Series C Preferred Stock 3.1(b)(iii) Company Special Committee Recitals Company Stockholders Recitals Company Stockholders Meeting 4.4 Confidentiality Agreement 6.7(b) Creditors’ Rights 4.3(a) Delaware LLC Act 2.1 Delaware Secretary of State 2.2(b) e-mail 9.3 Effective Time 2.2(b) End Date 8.1(b)(ii) Exchange Agent 3.3(a) Exchange Fund 3.3(a) Forfeited Phantom Shares 3.2(a) GAAP 4.5(b) Indemnified Liabilities 6.10(a) Indemnified Persons 6.10(a) Joint Proxy Statement 4.4 Letter of Transmittal 3.3(b)(i) Leverage Covenants 6.1(a)(xiv) Maryland Courts 9.7(b) Maryland Department 2.2(b) Material Company Insurance Policies 4.17 Material Parent Insurance Policies 5.17 Merger Recitals Merger Filings 2.2(b) Merger Sub Preamble Merger Sub Sole Member Recitals Definition Section MGCL 2.1 Operating Partnership 2.1 Parent Preamble Parent Additional Dividend Amount 6.19(b) Parent Affiliate 9.10(b) Parent Board Recitals Parent Board Recommendation 5.3(a) Parent Change of Recommendation 6.4(b) Parent Common Stock Issuance Recitals Parent Contracts 5.16(b) Parent Disclosure Letter Article V Parent Equity Plan 5.2(a) Parent Management Agreement Amendment Recitals Parent Manager Recitals Parent Material Adverse Effect 5.1(a) Parent Permits 5.9 Parent Plans 5.10(a) Parent SEC Documents 5.5(a) Parent Stock Issuance Recitals Parent Stockholders Recitals .pdf 9.5 Per Share Common Merger Consideration 3.1(b)(i) Per Share Preferred Merger Consideration 3.1(b)(iii) Per Share Preferred Se...
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below:
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii) Agreement Preamble Bankruptcy Cases Section 5.9 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Section 1.1(f)(iii) Company Shares Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Recitals Termination Payment Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: "Agreement" Preamble "Certificate of Merger" Section 1.2 "Certificates" Section 2.2.2 "Company" Preamble "Company Benefit Plan" Section 3.12.1 "Company Board" Recitals "Company By-laws" Section 3.2 "Company Certificate" Section 3.2 "Company Common Stock" Section 2.1.1 "Company Disclosure Schedule" Article 3 "Company Employees" Section 5.10 "Company Financial Advisor" Section 3.17 "Company Leased Property" Section 3.8.1 "Company Material Contract" Section 3.11 "Company Options" Section 2.5 "Company Owned Property" Section 3.8.1 "Company Permits" Section 3.19.1 "Company Real Property" Section 3.8.1 "Company Representatives" Section 5.5 "Company SEC Filings" Section 3.5.1 "Company Stockholders' Meeting" Section 5.4 "Company Subsidiaries" Section 3.1 "D&O Insurance" Section 5.11.2 "Dissenting Stockholders" Section 2.1.1 "DGCL" Recitals 38 "Effective Time" Section 1.2 "ERISA" Section 3.12.1 "ERISA Affiliate" Section 3.12.1 "Xxxxxx Street Agreement" Section 3.8.11 "IRS" Section 3.7.5 "Lease Documents" Section 3.8.3 "Material Intellectual Property" Section 3.10 "Merger" Recitals "Merger Consideration" Section 2.1.1 "Merger Sub" Preamble "Multiemployer Plan" Section 3.12.3 "Option Payment" Section 2.5 "Outside Date" Section 7.1.2 "Parent" Preamble "Parent Benefit Plan" Section 5.10 "Parent Disclosure Schedule" Article 4 "Parent Representatives Section 5.5 "Parent Subsidiaries" Recitals "Paying Agent" Section 2.2.1 "Payment Fund" Section 2.2.1 "PBGC" Section 3.12.4 "Permitted Exceptions" Section 3.8.2 "Proxy Statement" Section 5.3.1 "Qualifying Acquisition Proposal" Section 5.6.1 "Regulatory Conditions" Section 7.1.2 "Requisite Stockholder Approval" Section 3.18 "Schedule 13E-3" Section 5.3.1 "Separation Agreements" Recitals "Special Committee" Recitals "Surviving Corporation" Section 1.1 "Surveys" Section 3.8.2 "Taxes" Section 3.7.13 "Tax Return" Section 3.7.13 "Terminating Company Breach" Section 7.1.5 39 "Terminating Parent Breach" Section 7.1.6 "Title Policies" Section 3.8.2 "Voting Agreements" Recitals
Terms Defined Elsewhere. The following terms are defined in this Agreement as follows: “Agreement” Preamble
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: 401(k) Termination Date Section 7.7(c) Acceptance Time Section 1.1(f) Adjusted Option Section 3.4(b) Adjusted RSU Section 3.4(d) Agreement Preamble Arrangements Section 7.14 Book-Entry Shares Section 3.2(b) Cancelled Shares Section 3.1(b) Certificates Section 3.2(b) Change of Recommendation Section 6.3(a) Closing Section 2.2 Closing Date Section 2.2 COBRA Section 4.10(d) Company Preamble Company Benefit Plans Section 4.10(a) Company Board of Directors Recitals Company Board Recommendation Recitals Company Capitalization Date Section 4.2(a) Company Common Stock Recitals Company Compensation Committee Section 7.14 Company Disclosure Letter Article IV Company Equity Schedule Section 4.2(b) Company Permits Section 4.9(b) Company Preferred Stock Section 4.2(a) Company SEC Documents Section 4.5(a) Company Shares Recitals Company Stockholders Recitals Convertible Senior Notes Section 7.15 DGCL Recitals Dissenting Shares Section 3.3(a) DOJ Section 7.2(b) Enforceability Limitations Section 4.3(c) Exchange Agent Section 3.2(a) Exchange Fund Section 3.2(a) Fractional Share Consideration Section 3.1(a) FTC Section 7.2(b) GAAP Section 4.5(b) Indemnified Parties Section 7.4(a) Indenture Section 7.15 Intervening Event Section 6.3(d) Material Contract Section 4.17(a) Minimum Condition Section 1.1(a)(i)
Terms Defined Elsewhere. The following terms are defined herein in the sections identified below:
Terms Defined Elsewhere. The following is a list of additional terms used in this Agreement and a reference to the page hereof in which such term is defined: Administrative Expense Account 60 Administrative Expense Payment 6 Agreement 1 Associated Rights 65 Assumed Company Closing Date Liabilities 6 Assumed Company Closing Date Liabilities Cap 6 Assumed Company Closing Date Liabilities Certificate 7 Audited 2014 Company Financial Statements 22 Balance Sheet 22 Canaccord 5 Canaccord Agreement 5 Certificate of Merger 2 Closing 2 Closing Date 2 Closing Date Company Transaction and Legal Expenses 5 Closing Date Company Transaction Expenses 5 Closing Date Legal Expenses 5 Closing Date SVB Debt 5 Closing Merger Consideration 4 Closing Merger Shares 4 Closing Spreadsheet 6 Company 1 Company Board Approval 1 Company Certificate of Incorporation 18 Company Contract 29 Company Financial Statements 22 Company Group 65 Company Indemnified Persons 48 Company Insured Persons 48 Company Intellectual Property 28 Company Minute Books 18 Company Organizational Documents 18 Company Participants 49 Company Preferred Stock Certificates 14 Company Rights 21 Company Stockholder Consent 1 Contingent Payment 8 Contingent Payments 8 Deductible Amount 55 DGCL 2 Disclosure Schedule 17 Disputed Item 13 Dissenting Shares 16 Earn-Out Deadline 8 Effective Time 2 Employee 24 Enforceability Exceptions 19 Escrow Fund 4 Escrow Period 16 Escrow Shares 4 Estimated Assumed Company Closing Date Liabilities 7 Estimated Assumed Company Closing Date Liabilities Certificate 7 Extra-Contractual Statements 50 FDCA 32 Final Expenses Certificate 7 HMO 37 Independent CPA 13 Joinder 1 Leases 26 License Contracts 28 Lock-Up Agreement 4 Xxxxxx Xxxxxxxxx Agreement 5 MDD 32 Medical Device 33 Merger 1 Merger Consideration 3 Merger Sub 1 Merger Sub Common Stock 3 Merger Sub Stockholder Consent 1 Naga Severance Agreement 5 Non-Qualifying Change of Control 11 Non-Qualifying Change of Control Certificate 11 Other Transactions 1 Panel 1 Parent 1 Parent and Merger Sub Board Approval 1 Parent Closing Share Price 4 Parent Group 65 Parent Held Securities 4 Parent Options 45 Parent Plans 49 Parent SEC Documents 45 Parent Stock Certificates 4 Partial Regulatory Milestone Certificate 12 Participating Stockholder 1 PC 65 Post-Closing Adjustment 8 Protected Communication 65 Qualifying Change of Control 11 Qualifying Change of Control Certificate 11 Qualifying Territories 11 Quarterly Revenue Statement 9 Registration Statement 46 Regulatory Mileston...
Terms Defined Elsewhere. For purposes of this Agreement, the following terms have the meanings set forth in the sections indicated: Term Section Action 7.10(a) Affiliate 1.1 Agreement Preamble Alternative Proposal 7.3(h)(i)
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: “Acquisition Proposal” Section 5.3(i)(i) “Agreement” Preamble
