DEFINED TERM DEFINED IN SECTION. Guaranteed Obligations 701(a) Maturity Date 301 Member of the Rogers Family 401 Permitted Residuary Beneficiary 401 Perpetuity Date 401 Qualifying Trust 401 Spouse 401 Successor Guarantor 703 SECTION 103. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution and delivery of this Supplemental Indenture by the Company, the Guarantor and the Trustee, the Indenture shall be supplemented and amended in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; provided, however, that except as otherwise provided herein, the provisions of this Supplemental Indenture shall be applicable, and the Indenture is hereby supplemented and amended as specified herein, solely with respect to the Notes and not with respect to any other Securities previously issued or to be issued under the Indenture. In the event of a conflict between any provisions of the Indenture and this Supplemental Indenture, the relevant provision or provisions of this Supplemental Indenture shall govern. SECTION 104. INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as supplemented or amended hereby, all other provisions in the Indenture, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain in full force and effect.
DEFINED TERM DEFINED IN SECTION. Change in Control 401 Change in Control Offer 404(a) Change in Control Purchase Date 404(a) Change in Control Purchase Notice 404(b) Change in Control Purchase Price 404(a) Change in Control Triggering Event 401 Xxxxxx X. Xxxxxx 401 Family Percentage Holding 401 Guarantee 701(a)
DEFINED TERM DEFINED IN SECTION. Change in Control 401 Change in Control Offer 404(a) Change in Control Purchase Date 404(a) Change in Control Purchase Notice 404(b) Change in Control Purchase Price 404(a) Change in Control Triggering Event 401 Xxxxxx X. Xxxxxx 401 Family Percentage Holding 401 Guarantee 701(a) DEFINED TERM DEFINED IN SECTION Guaranteed Obligations 701(a) Maturity Date 301 Member of the Rogers Family 401 Permitted Residuary Beneficiary 401 Perpetuity Date 401 Qualifying Trust 401 Spouse 401 Successor Guarantor 703
DEFINED TERM DEFINED IN SECTION. Change in Control 401 Change in Control Offer 404(a) Change in Control Purchase Date 404(a) Change in Control Purchase Notice 404(b) Change in Control Purchase Price 404(a) Change in Control Triggering Event 401 Exxxxx X. Xxxxxx 401 Family Percentage Holding 401 Guarantee 701(a) Guaranteed Obligations 701(a) Maturity Date 301 Member of the Rogers Family 401 Permitted Residuary Beneficiary 401 Perpetuity Date 401 Qualifying Trust 401 Table of Contents DEFINED TERM DEFINED IN SECTION Spouse 401 Successor Guarantor 703 SECTION 103. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution and delivery of this Supplemental Indenture by the Company, the Guarantors and the Trustee, the Indenture shall be supplemented and amended in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; provided, however, that except as otherwise provided herein, the provisions of this Supplemental Indenture shall be applicable, and the Indenture is hereby supplemented and amended as specified herein, solely with respect to the Notes and not with respect to any other Securities previously issued or to be issued under the Indenture. In the event of a conflict between any provisions of the Indenture and this Supplemental Indenture, the relevant provision or provisions of this Supplemental Indenture shall govern. SECTION 104. INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as supplemented or amended hereby, all other provisions in the Indenture, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain in full force and effect.
DEFINED TERM DEFINED IN SECTION. Contractual Obligations 2.1 Corporate Guarantors 3rd Recital Cut-Off Date 3.6(B)(12) Daily Interest Amount 8.6 Daily Interest Rate 8.6 Daily Loan Balance 8.6 Default 10.1 Deflecta Preamble Deflecta Subsidiaries 10.1 Delta Preamble DFM Preamble EBITDA 4.3 Employee Benefit Plan 10.1 Environmental Claims 10.1 Environmental Indemnity Agreement 10.1 Environmental Laws 10.1 Environmental Permits 10.1 ERISA 10.1
DEFINED TERM DEFINED IN SECTION. Merger 1.1 Merger Consideration 1.6(a) Merger Sub Forepart Merger Sub Common Stock 1.6(d) Nasdaq 1.6(f) Necessary Consents 2.3(c) Option Ratio 5.9(a) Owned Real Property 2.13(a) Parent Forepart Parent Balance Sheet 3.4(b) Parent Charter Documents 3.1(b) Parent Common Stock 1.6(a) Parent Disclosure Letter Article III Parent Financials 3.4(b) Parent Options 3.2(b) Parent Preferred Stock 3.2(a) Parent Rights 1.6(a) Parent Rights Agreement 1.6(a) Parent SEC Reports 3.4(a) Parent Stock Option Plans 3.2(b) Parent Voting Debt 3.2(c) Payment Agent 1.7(a) Payment Agreement 5.19 Per Share Amount 1.6(a) Per Share Merger Consideration 1.6(a) Permits 2.8(b) Person 8.3(d) Proxy Statement 2.16 PTO 2.7(b) Registered Intellectual Property 2.7(a)(iii) Registration Statement 2.16 Retirement Benefit Rights 2.12(d) Retirement Plan 2.12(d) Rights 2.15(e) RoHS Directive 2.14(b) Routine Grants 4.1(b)(iv) Section 262 1.10 Defined Term Defined in Section Securities Act 2.4(a) Spreadsheet 5.17 Stockholders’ Meeting 5.2(a) Subsidiary 2.1(a) Subsidiary Charter Documents 2.1(b) Superior Offer 5.3(g)(ii) Surviving Corporation 1.1 Tax 2.6(a) Tax Returns 2.6(b) Taxes 2.6(a) Termination Fee 7.3(b)(i) Triggering Event 7.1(d)(iii) URLs 2.7(a)(i) WEEE Directive 2.14(b) AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 20, 2006, by and among Coherent, Inc., a Delaware corporation (“Parent”), Spider Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Excel Technology, Inc., a Delaware corporation (the “Company”).
