Voting and Exchange Trust Agreement means the voting and exchange trust agreement to be made among Parent, CallCo, the Company and the Share Trustee in connection with the Plan of Arrangement substantially in the form of Exhibit D to the Transaction Agreement, as may be amended, supplemented or otherwise modified from time to time in accordance with its terms.
Voting Agreement has the meaning set forth in the Recitals.
Initial Trust Agreement shall have the meaning assigned to such term in Section 2.12 of the Trust Agreement.
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;
Share Exchange Agreement has the meaning specified in the Recitals.
Voting Agreements has the meaning set forth in the Recitals.
Like-Kind Exchange means a section 1031 exchange that is subject to 26 U.S.C. sec. 1031.
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Plan of Merger has the meaning set forth in Section 2.2.
Original Trust Agreement has the meaning specified in the recitals to this Trust Agreement.
Successor Institutional Trustee has the meaning set forth in Section 4.3(a).
Voting Agent means Logan & Company, Inc.
Voting Trust Agreement means the Voting Trust Agreement entered into ---------------------- as of April 15, 1996 by and among Xxxxxx X. Xxxx; Xxxxx X. Xxxx, Xx.; Xxxxx X. Xxxx, Xx.; and F. Xxxxxx Xxxxxxx as the Voting Trustees and the stockholders of LSAI Holding Corp. who are parties thereto.
Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.
Litigation Trust Agreement means the trust agreement dated as of the Plan Implementation Date, between SFC and the Litigation Trustee, establishing the Litigation Trust.
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.
Initial Trustee shall have the meaning defined in the preamble hereto.
Merger Agreement has the meaning set forth in the Recitals.
Business Trust Statute means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code ss. 3801 et seq., as the same may be amended from time to time.
Governance Agreement has the meaning set forth in the Recitals.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Shareholder Agreement has the meaning set forth in the Recitals.
Reorganization Agreement has the meaning set forth in the recitals.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.