Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections Sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivReference 2010 Financial Statements Section 6.5(a) 2011 Financial Statements Section 6.5(a) Agreement Preamble Balance Sheet Date 3.6(aAllocation Section 4.4(b) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Assets Section 2.1 Assumed Liabilities Section 3.1 Business Tangible Property Section 2.1(e) Chosen Court Section 14.14 Claim Notice 12.3(a) Section 12.5 Closing 2.2 Closing Balance Sheet 2.4(b) Section 5.1 Closing Date 2.2 Section 5.1 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Section 4.1 Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Statements Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii4.3(a) Effective Date Preamble Escrow Agent 2.3(dEnforceability Exceptions Section 6.2 Excluded Assets Section 2.2 Fundamental Representations Section 12.1 HIPAA Section 6.12(a) Escrow Agreement 2.3(dHSR Act Section 6.3(b) Escrow Fund Excess Amount 2.4(d)(iiiIndemnity Cap Section 12.2(c) Estimated Closing Cash 2.4(aMaterial Contracts Section 6.11(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements Necessary Permits Section 6.4(a) Outside Date 10.1(cParty or Parties Preamble PDE Section 2.1(b) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term PDP Business Recitals PDP Contract Novation Section Positive Adjustment Amount 2.4(d)(ii8.4(d) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase Pre-2012 PDP Data and Sale 2.1 Records Section 11.10(a) Purchase Price 2.1(hSection 4.1 Purchaser Preamble Purchaser Indemnified Parties Section 12.2 Required Period Section 11.6(b) Review Period 2.4(c)(ii) SDT Retained Liabilities Section 3.2 Seller Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(aSection 12.3 Terminating Purchaser Breach Section 13.1(d) Shareholders’ Representative Expense Fund 2.3(eTerminating Seller Breach Section 13.1(c) Shares Recitals Specified Accounting Principles 2.4(aTermination Date Section 13.1(b)(ii) Stock Options 3.3(aTermination Fee Section 13.2(a) ***** 12.4(cThird-Party Claim Section 12.4(a) Threshold Amount 12.4(b)Transferred Employees Section 11.2(a) ARTICLE II
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivSection 2.7(c)(iv) Agreement Preamble Balance Sheet Date 3.6(aCertificate of Merger Section 2.4 Change in the Company Recommendation Section 6.4(b) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(aClaim Certificate Section 9.4(a) Closing 2.2 Closing Balance Sheet 2.4(b) Section 2.3 Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Section 2.3 Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(aSection 2.7(b) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Company Board of Directors Section 4.2(a) Company Benefit Plan 3.16(aBoard Recommendation Section 4.2(b) Company Certificates Section 2.6(b)(ii) Company Disclosure Schedule Article III IV Company Financial Statements 3.6(aSection 4.5(a) Term Section Company Indemnified Parties 7.1(aSection 6.6(a) Company Organizational Documents 3.2(aMaterial Contract(s) Section 4.14(a) Company Pre-Closing Certificate 2.4(aStockholder Approval Recitals Consideration Spreadsheet Section 6.12 Determination Section 2.7(c)(iv) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(iiSection 2.7(c)(ii) Dissenting Shares Section 3.1(e) Effective Date Preamble Time Section 2.4 Employee Options Payment Amount Section 3.1(a)(iii) Enforceability Exceptions Section 4.2(a) Escrow Agent 2.3(d) Section 3.2 Escrow Agreement 2.3(d) Section 3.2 Escrow Expiration Date Section 9.1 Escrow Fund Excess Amount 2.4(d)(iii) Section 3.2 Estimated Closing Cash 2.4(aSection 2.7(a) Estimated Closing Debt 2.4(aSection 2.7(a) Estimated Identified Net Working Capital Expenditures 2.4(aAmount Section 2.7(a) Estimated Net Working Capital Shortfall Section 2.7(a) Estimated Unpaid Company Transaction Expenses 2.4(aSection 2.7(a) Excess Payment Section 2.7(d)(ii) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Assets Transfer Section 6.9 Excluded Employees Section 6.9 Expiration Date 12.4(aSection 9.1 FCPA Section 4.22(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Firm Section 10.16 Indemnitee Section 9.5 Indemnitor Section 9.5 Invoice Section 6.11 Joinder and Release Agreement Recitals Lease Section 4.15 Leased Real Property 3.12(bSection 4.15 Letter of Transmittal Section 3.1(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(bLiens Section 4.11(e) Major Customers 3.21(b) Section 4.23 Major Suppliers 3.21(a) MiniSection 4.23 Merger Recitals Merger Sub Preamble Newco Section 6.9 Non-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder PayCompetition and Non-Off Solicitation Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)Recitals
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivSection 2.7(c)(iv) Agreement Preamble Balance Sheet Date 3.6(aBudget Commitment Section 2.8(b) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Certificate of Merger Section 2.4 CGCL Section 3.2(a) Change in the Company Recommendation Section 6.4(b) Claim Certificate Section 9.4(a) Claim Dispute Notice 12.3(aSection 9.4(b) Closing 2.2 Closing Balance Sheet 2.4(b) Section 2.3 Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Section 2.3 Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(aSection 2.7(b) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Company Board of Directors Section 4.2(a) Company Benefit Plan 3.16(aBoard Recommendation Section 4.2(b) Company Certificates Section 2.6(b)(ii) Company Disclosure Schedule Article III IV Company Financial Statements 3.6(aSection 4.5(a) Company Indemnified Parties 7.1(aSection 6.6(a) Company Organizational Documents Material Contract(s) Section 4.14(a) Company Stockholder Approval Recitals Consideration Spreadsheet Section 6.12 Continuing Employee Section 6.13(a) Determination Section 2.7(c)(iv) Dispute Notice Section 2.7(c)(ii) Dissenting Shares Section 3.2(a) Company Pre-Closing Certificate 2.4(aEffective Time Section 2.4 Effectiveness Period Section 2.9(d) Company Representatives 6.1 Current Balance Sheet 3.6(aEmployee Options Payment Amount Section 3.1(a)(iii) DDT Preamble Dispute Notice 2.4(c)(iiEnforceability Exceptions Section 4.2(a) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Equityholders Representative Recitals Estimated Closing Debt 2.4(aSection 2.7(a) Estimated Identified Net Working Capital Expenditures 2.4(aAmount Section 2.7(a) Estimated Net Working Capital Deficit Section 2.7(a) Estimated Net Working Capital Surplus Section 2.7(a) Estimated Unpaid Company Transaction Expenses 2.4(aSection 2.7(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(ivPayment Section 2.7(d)(ii) Expiration Date 12.4(aSection 9.1 FCPA Section 4.22(a) Final Closing Date Payment Schedule 2.3(aHolder of Registrable Securities Section 2.9(g) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Indemnitee Section 9.5 Indemnitor Section 9.5 Invoice Section 6.10 Joinder and Release Agreement Recitals Lease Section 4.15 Leased Real Property 3.12(bSection 4.15 Letter of Transmittal Section 3.1(b)(i) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(bLiens Section 4.11(e) Major Suppliers 3.21(aSection 4.23 Material Product and Trial Information Section 4.21(g) MiniMerger Recitals Term Section Merger Sub Preamble New Plans Section 6.13(b) 6.13(b) Non-Basket 12.4(bCompetition and Non-Solicitation Agreements Recitals Non-Solicitation Agreement Recitals Offer Letter Recitals Option Cancellation Agreement Section 3.1(a)(iii) Negative Adjustment Amount 2.4(d)(iOption Consideration Section 2.6(d)(i) Option Payment Section 2.6(d)(i) Option Shares Section 2.6(d)(i) Optionholder 3.3(aSection 2.6(d)(i) Optionholder Pay-Off Agreements 6.4(aDeliverables Section 3.1(b)(ii)B Options Payment Amount Section 2.6(d)(i) Outside Date 10.1(cSection 8.1(d) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Parent Preamble Parent Acquisition Section Positive Adjustment Amount 2.4(d)(ii2.8(c)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)Parent Disclosure Schedule Article V Parent Prepared Returns Section 6.8
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Turnstone Biologics Corp.)
Certain Additional Definitions. As used in For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: 10 WA 4941984.13 WCSR 32390522v12 Term Section Accounting Firm 2.4(c)(ivAcquiror Preamble Acquiror Indemnitees 11.2(a) Acquiror’s Cure Period 10.1(c) Affidavit 3.2(a) Agreement Preamble Balance Sheet Antitrust Division 6.7 Appraisal 8.1(r) Binding Form 8883 7.2(c) Cap 11.2(c) Certificate of Merger Recitals Claimant 11.4 Closing 3.1 Closing Date 3.6(a3.1 Company Preamble Company Certificate 3.2(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(aCompany Product 4.16(a) Closing 2.2 Company Products and/or Services 4.16(a) Company Service 4.16(a) Company Indemnitees 11.3 Company Source Code 4.16(i) Company’s Cure Period 10.1(b) Deductible Amount 11.2(b) Effect 1.1(yy) Election Forms 7.2(b) Employee 4.12(a) Employment Agreements 6.6 Escrow Agreement 2.5(a) Escrow Amount 2.5(c) Escrow Fund 2.5(c) Estimated Closing Balance Sheet 2.4(b2.8 Estimated Closing Statement 2.8 Estimated Net Working Capital 2.8 Final Determination Date 2.9(a) Closing Date 2.2 Closing Date Payment 2.1(iFinal Income Tax Return 7.4 11 WA 4941984.13 WCSR 32390522v12 Final Merger Consideration Allocation 7.2(c) Closing Date Purchase Price 2.1(fFinal Report 2.9(a) Closing Date Schedule 2.4(bFTC 6.7 Fundamental Representations and Warranties 11.1 Indemnitor 11.4 Indemnity Escrow Amount 2.5(a) Closing Employee Payments 2.3(fIndemnity Escrow Fund 2.5(a) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Insurance Policies 4.17 Interim Financial Statements 3.6(a6.8(b) Internal Company Indemnified Parties 7.1(aWork 6.8(a) Company Organizational Documents 3.2(aLitigation 11.2(a) Company Litigation Cap 11.2(c) Litigation Side Letter 9.1(l) Losses 11.2(a) Merger Recitals Merger Sub Preamble Pre-Closing Certificate 2.4(aTax Period 7.3 Proceeding 12.5 Purchase Price Adjustment Escrow Amount 2.5(b) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Purchase Price Adjustment Escrow Fund Excess Amount 2.4(d)(iii2.5(b) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(bLeases 4.7 Registered Intellectual Property 4.16(b) Liability Claim 12.3(aRepresentative Preamble Representative Certificate 9.1(e) Listed Contracts 3.15(aRepresentative Expenses 2.7(b) Litigation Conditions 12.3(bSchedules Update 6.11 Section 338(h)(10) Major Customers 3.21(bElection 7.2(a) Major Suppliers 3.21(aSeller Parties 12.15(b) Mini-Basket 12.4(bSpecial Escrow Amount 2.5(c) Negative Adjustment Amount 2.4(d)(iSpecial Escrow Fund 2.5(c) Optionholder 3.3(aSpecial Indemnity Side Letter 9.1(m) Optionholder Pay-Off Agreements 6.4(aXxxxxxx 12.15(a) Outside Stockholder Agreement Recitals Straddle Period 7.3 Subsequent Merger Consideration Payments 3.3 Survival Termination Date 10.1(c11.1 12 WA 4941984.13 WCSR 32390522v12 Surviving Corporation Recitals Surviving Corporation Indemnified Person 6.13(a) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)Third Party Consents 4.4 Transaction Proposal 6.10 Unclaimed Amounts 2.4
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heartland Payment Systems Inc)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivReferee 2.7(b) Aggregate Option Purchase Price 2.5(f) Agreement Preamble Agreement Date Preamble Balance Sheet 3.7(b) Balance Sheet Date 3.6(a3.7(b) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Bank Commitment Letter 4.6 Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(iStatement 2.7(a) Closing Date Purchase Price 2.1(fWorking Capital 2.7(a) Closing Date Schedule 2.4(bCOBRA 3.17(i) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Preamble Company Benefit Plan 3.16(a3.17(a) Company Closing Certificate 6.1 Company Common Stock Conversion Amount 2.5(b) Company Disclosure Schedule Article III 3 Company Financial Statements 3.6(a3.7(b) Company Indemnified Parties 7.1(a5.9 Company Material Agreements 3.12 Company Options 2.5(f)(i) Company Organizational SEC Documents 3.2(a3.7(a) Company Pre-Closing Certificate 2.4(aStock Option Plan 2.5(f)(i) Company Representatives 6.1 Current Balance Sheet 3.6(aSubsidiary 3.4(a) DDT Preamble Dispute Notice 2.4(c)(iiCompany Subsidiary Shares 3.4(a) Competing Transaction 5.6 Covenant 3.14(f) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(aTime 2.3 Employment Agreements Recitals Environmental Permits 3.19 Equity Commitment Letter 4.6 ERISA Affiliate 3.17(b) Final Closing Date Payment Schedule 2.3(aWorking Capital 2.7(e) Fraud Claims 12.4(aFinancing Commitments 4.6 Green Equity Recitals Green Equity Affiliates 2.7(e) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Green Equity Support Agreement Recitals Leased Real Property 3.12(b3.14(b) Liability Claim 12.3(aManagement Agreement Recitals Management Loans 5.10(d) Listed Contracts 3.15(aMaster Support Agreement Recitals Material Contract 3.16(a) Litigation Conditions 12.3(bMerger Recitals Merger Sub Preamble Multiemployer Plan 3.17(b) Major Customers 3.21(bNet Working Capital 2.7(a) Major Suppliers 3.21(aOffering Materials 5.4(b) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(iOption Purchase Price 2.5(f)(i) Optionholder 3.3(a2.5(f)(i) Optionholder Pay-Off Agreements 6.4(aOwned Real Property 3.14(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Parent Preamble Term Section Positive Adjustment PIK 5.1(b)(ii) Real Property 3.9(c) Securities Act 3.3(d) Senior Debenture Repayment Amount 2.4(d)(ii2.2(b) Pre-Closing Period 6.1 Property Separation Agreement Recitals Significant Supplier 3.22 Substitute Financing 5.4 Support Agreements Recitals Surviving Corporation 2.1 Target Working Capital 2.7(a) Transfer Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b5.12 WARN 3.18(e)
Appears in 1 contract
Samples: Agreement and Plan of Merger (GateHouse Media, Inc.)
Certain Additional Definitions. As used in For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivActual 2018 Revenue 2.5(b) Actual Numbers 2.5(c) Assets Transfer Framework Agreement Preamble Balance Sheet Date 3.6(a6.4(c) Assumed Liabilities 2.4(a) Audited CIT Financial Statements 4.5(a) Audited CTL Financial Statements 4.5(c) Bankruptcy Exception 4.2 Basket Amount 9.3(a) Benchmark Levels 2.5(c) Breaching Party 9.1(c) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Party 9.1(a) Buyers’ Substitute Lessee 2.1(a)(al)(v) Camtek PCB Business Employees 4.11(d) Camtek Trademark and Tradename Transfer and License Agreement 6.4(e) Camtek's TW NewCo 2.1(a)(ii) CIT Equity Transfer 2.2 CIT Equity Transfer Agreement 6.4(a) CIT Semiconductor Business Assets Transfer Agreement 6.4(h) CIT Semiconductor Business Contracts 4.9(d) CIT Semiconductor Business Employees 4.11(c) CIT's Semiconductor Debts 2.1(a)(i) Claim Notice 12.3(a9.4(a) Closing 2.2 Closing Balance Sheet 2.4(b) 3.1 Closing Date 2.2 3.1 Closing Date Payment 2.1(iStatement 2.5(c)(iii) Closing Date Purchase Price 2.1(fCTL Equity Transfer 6.4(f) Closing Date Schedule 2.4(bCTL Equity Interests Transfer Agreement 6.4(f) Closing Employee Payments 2.3(fCTL Financial Statement 4.5(c) Common Stock 3.3(aCTL Reorganization 6.8 CTL Semiconductor Business Assets Transfer Agreement 6.4(i) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(aCTL Semiconductor Business Contracts 4.9(e) Company CTL's Semiconductor Debts 2.1(a)(ii) Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Schedules ARTICLE IV Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(ivAssets 2.1(b) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 9.2 Indemnified Party 12.3(a9.4(a) Indemnifying Party 12.3(a9.4(a) Leased Real Intellectual Property 3.12(bTransfer and License Agreement 6.4(d) Liability Claim 12.3(aKey Management Personnel 4.11(b) Listed Material Contract 4.9(a) Material Permits 4.7 Net Working Capital 2.5(c) Net Working Capital Ratio 2.5(c) Non-assignable Contracts 3.15(a2.1(a)(al) Litigation Conditions 12.3(bPCAA Results 2.5(f)(ii)(B) Major Customers 3.21(bPCB Business Assets 2.1(a) Major Suppliers 3.21(aPCB Business’ Audited 2018 Annual Revenue Statement 2.5(b) MiniPost-Basket 12.4(b) Negative Closing Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(iior PCAA 2.5(c) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 3.1 Pre-Closing Date 3.1 Purchase Price 2.1(h2.5(a) Review Period 2.4(c)(iiR&D Equipment and Spare Parts 2.1(a)(ix) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(aParty 9.1(b) Shareholders’ Representative Expense Fund 2.3(eSIAC 11.9 Third-Party Claim 9.4(a) Shares Recitals Specified Accounting Principles 2.4(aTrade Receivables 4.22 Transitional Services Agreement 6.4(g) Stock Options 3.3(aUnaudited CIT Balance Sheet 4.5(a) ***** 12.4(cUnaudited CIT Balance Sheet Date 4.5(f) Threshold Amount 12.4(bUnaudited CIT Financial Statements 4.5(a) Unaudited CTL Balance Sheet 4.5(c) Unaudited CTL Balance Sheet Date 4.5(g) US Lease Contract 2.1(a)(al)(v) US Lessor Approval 2.1(a)(al)(v)
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section 280G Approval 6.8(c) Accounting Firm 2.4(c)(iv2.7(c)(iv) Agreement Preamble Recitals Allscripts Recitals Amended Employment Agreements Recitals Anti-Bribery Laws 4.11(b) Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) 4.6 Certificate of Merger 2.4 Closing 2.2 Closing Balance Sheet 2.4(b) 2.3 Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) 2.3 Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f2.7(b)(i) Common Stock 3.3(aShare 2.6(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Recitals Company Bylaws 4.2(a) Company Certificate of Incorporation 4.2(a) Company Certificates 3.2(c) Term Section Company Benefit Plan 3.16(a) Common Stock Recitals Company Disclosure Schedule Article III IV Company Financial Statements 3.6(a) 4.6 Company Indemnified Parties 7.1(a6.6(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(aParties 8.2(c) Company Representatives 6.1 Company Software 4.14(f) Continuing Employees 6.7(b) Current Balance Sheet 3.6(a4.6 D&O Tail Policy 6.6(c) DDT Preamble Designated Holders Recitals Dispute Notice 2.4(c)(ii2.7(c)(ii) Dissenting Shares 3.3 DOJ 6.5(b) Effective Date Preamble Time 2.4 Employment Agreements Recitals Employee Benefits 6.7(b) Equityholders’ Representative Recitals Escrow Agent 2.3(d3.2(f) Escrow Agreement 2.3(d3.2(f) Escrow Fund Excess Amount 2.4(d)(iii3.2(f) Estimated Closing Cash 2.4(a2.7(a) Estimated Closing Debt 2.4(a2.7(a) Estimated Identified Closing Statement 2.7(a) Estimated Net Working Capital Expenditures 2.4(aAmount 2.7(a) Estimated Option Payment 3.2(e) Estimated Unpaid Company Transaction Expenses 2.4(a2.7(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv2.7(d)(ii) Exchanged Shares Recitals Existing Representation 9.16(a) Expert Calculations 2.4(c)(iv2.7(c)(iv) Expiration Date 12.4(aFDCA 4.11(l) Final Closing Date Payment Schedule 2.3(aFTC 6.5(b) Fraud Claims 12.4(aGI Partners Recitals Guarantees Recitals Guarantors Recitals HIPAA 4.11(d) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble HITECH 4.11(d) HHS 4.11(f) Holder Group 13.6 Indemnified Party 12.3(a9.16(a) Indemnifying Party 12.3(aIT Systems 4.14(h) Leased Real Property 3.12(bLease 4.13(a) Liability Claim 12.3(aLetter of Transmittal 3.2(a) Listed Contracts 3.15(aContract(s) Litigation Conditions 12.3(b4.15(a) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(bMaximum Premium 6.6(c)
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions, Inc.)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections Sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivAcquired Assets 2.1 After Identified IP 4.5(b) Agreement Preamble Balance Sheet Date 3.6(aApproval and Vesting Order 7.20 Approval and Vesting Order Motion 7.20 Asset Allocation Schedule 3.2(a) Assumed Liabilities 2.3 Audited Financial Statements 9.15 Audit Notice 9.15 Bankruptcy Courts Recital D Base Purchase Price 3.1(a) Break-Up Fee 10.2(a) Bulk Sales Laws 7.5 Business Recital A Business Contracts 2.1(c) Business Intellectual Property 2.1(d) Business Inventory 2.1(b) Business Tangible Property 2.1(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(aClosing Certificate 8.2(e) CCAA Recital B CCAA Cases Recital B Chapter 11 Cases Recital C Claimants 7.16(b)(i) Term Section Closing 2.2 Closing Balance Sheet 2.4(b) 4.1 Closing Date 4.1 Contract Manufacturer Inventory Agreement Recital G Effective Time 4.1 EMEA Cases Recital D EMEA Sellers Preamble Enforceability Exceptions 5.2 English Court Recital D Excluded Assets 2.2 Closing Excluded Liabilities 2.4 Expense Reimbursement 10.2(b) Insolvency Act Recital D Interim Product Purchase Agreement Recital G IP License Agreement Recital G Israeli Tax Withholding Exemption Application 7.11 ITA 7.11 Joint Administrators Preamble Korea Purchase Agreement 4.6 Main Sellers Preamble Master Purchase Agreement Recital E New Exclusive Service Contracts 2.1(c) New York Courts 11.3 NNI Preamble NNL Preamble Patent Assignment Agreement Recital G Petition Date Payment 2.1(iRecital B Press Release 7.6 Prior IP 2.1(e) Closing Date Products Recital A Pro Forma Financial Statements 5.5(b) Purchase Price 2.1(f3.1(a) Closing Date Schedule 2.4(bRestricted Software 2.1(a) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Retained Subcontractors 7.12 Sale Process Order 7.19 Sale Process Order Motion 7.19 Sellers Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Sellers Closing Certificate 2.4(a8.1(e) Company Representatives 6.1 Current Balance Sheet 3.6(aStraddle Period 3.3 Trademark Assignment Agreement Recital G Trademark License Agreement Recital G Transfer Taxes 9.1(a)(i) DDT Preamble Dispute Notice 2.4(c)(iiTransfer Tax Refund 9.1(a)(i) Effective Date Preamble Escrow Agent 2.3(dTransition Services Agreement Recital G U.S. Bankruptcy Code Recital C U.S. Bankruptcy Court Recital C U.S. Bidding Procedures Motion 7.15 U.S. Bidding Procedures Order 7.15 U.S. Sale Motion 7.16(a) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and U.S. Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(bOrder 7.16(a)
Appears in 1 contract
Certain Additional Definitions. As used in For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv2.4(b)(iii) Actual Receivables 2.2(c)(v) Agreement Preamble AR Statement 2.2(c)(i) Term Section AR Collection Period 2.2(c)(iv) Assignment and Assumption Agreement for Assumed Obligations 3.2(a)(iii) Assignment and Assumption Agreement for Contracts 3.2(a)(ii)(D) Assignment and Assumption Agreement for FCC Licenses 3.2(a)(ii)(C) Assignment and Assumption Agreement for Leases and Leasehold Interests in Personal Property 3.2(a)(ii)(A) Assignment and Assumption Agreement for Motor Vehicles and Certain Equipment 3.2(a)(ii)(E) Assignment and Assumption Agreement for Real Property 3.2(a)(i) Assumed Contracts 1.1(g)(iii) Assumed Obligations 2.3(b) Business Recitals Business Employee(s) 4.10 Channel Designation 4.21 Claimant 11.3(a) Closing 3.1(a) Closing Cash Payment 2.6(a) Closing Date 3.1(a) Company Preamble Consents 4.3 Consultant 6.3(d) Deposit Escrow Agreement 2.5(a) DTV 4.21 DTV CP 4.21 DTV Facility 4.21 DTV STA 4.21 Environmental Reports 4.19 Environmental Work 6.3(e) Estimated AR Adjustment Amount 2.2(c)(ii) Event of Loss 8.1 Excluded Employees 6.13(a) Term Section Exempt Representations 11.1(b)(i) Financial Statements 4.12(a) Holdings Preamble Indemnification Cap 11.1(b)(i) Indemnification Escrow Agreement 2.6(d) Indemnifying Party 11.3(a) Interruption 8.2 Latest Balance Sheet 4.12(a) Latest Balance Sheet Date 3.6(a4.12(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(aLease(s) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a4.5(a) Leased Real Property 3.12(b4.5(a) Liability Claim 12.3(aLicense Purchaser Preamble Main Purchaser Preamble Material Business Contract(s) Listed Contracts 3.15(a4.8(a) Litigation Conditions 12.3(bMVPD(s) Major Customers 3.21(b4.20(a) Major Suppliers 3.21(aNon-Disclosure Agreement 6.10 Notice of Disagreement 2.4(b)(ii) Mini-Basket 12.4(bOwned Real Property 4.5(a) Negative Adjustment Amount 2.4(d)(iPhase I Environmental Assessment 6.3(d) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Preliminary Purchase Price 2.1(h2.6 Proceeds 8.1 Prohibited Business 9.1 Purchase Price 2.2(a) Review Period 2.4(c)(iiPurchase Price Deposit 2.5(b) SDT Purchaser Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(aPurchaser Benefit Plans 6.13(c) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles Purchaser Pro Rata Amount 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(bPurchaser’s AR Statement 2.2(c)(v)
Appears in 1 contract
Samples: Purchase and Sale Agreement (Granite Broadcasting Corp)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Advisory Services Agreement 6.6 Agreement Preamble Balance Sheet Date 3.6(aAudited Company Financial Statements 4.7 Xxxxx 4.19 Benefit Plan 4.16(a) Benefits Continuation Period 6.9 Buyer Preamble Buyer Indemnified Parties 12.1 Persons 8.1(a) Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Certificate of Formation 4.2 Certificate of Merger 2.2 Claim Notice 12.3(a8.5(a) Closing 2.2 3.1 Closing Balance Sheet 2.4(b3.7(a) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) 3.1 Closing Date Schedule 2.4(b3.7(a) Closing Employee Payments 2.3(f) Common Stock 3.3(aCommonly Controlled Entity 4.16(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a4.16(a) Company Disclosure Schedule Article III IV Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(aIndemnitees 6.11(a) Company Pre-Closing Certificate 2.4(a3.2 Delivery Date 3.7(a) Company Representatives 6.1 Current Balance Sheet 3.6(aDesignated Accounting Firm 3.7(b)(iv) DDT Preamble Dispute Notice 2.4(c)(ii3.7(b)(ii) DLLCA Recitals Effective Date Preamble Time 2.2 Environmental Permits 4.18 Term Section Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii3.4(b)(v) Estimated Closing Cash 2.4(a) 3.2 Estimated Closing Debt 2.4(a) 3.2 Estimated Identified Company Expenses 3.2 Estimated Net Working Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) 3.2 Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a3.7(b)(iv) Final Closing Release Amount 8.1(f) Final Release Date Payment Schedule 2.3(a8.1(f) Fraud Claims 12.4(aFinancial Statements 4.7 Identified Tax Retained Amount 8.1(f) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Person 8.4 Indemnifying Party 12.3(a) 8.4 Insurance Policies 4.20 Latest Balance Sheet 4.7 Xxxxxx 6.12 Leased Real Property 3.12(b) Liability Claim 12.3(a4.14(a) Listed Contracts 3.15(aContract 4.15 LLC Agreement 4.2 Losses 8.1 made available 4.2 Material Intellectual Property 4.13(b) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Member Group 6.12 Merger Recitals Merger Sub Preamble Outside Date 10.1(c9.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(iiOwned Real Property 4.14(a) Parent Preamble Payoff Letter 3.4(b)(iv) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h6.1(a) Pre-Closing Non-Income Tax Return 6.8(d) Pre-Closing Tax Proceeding 6.8(h)(i) Representative 10.14(a) Reserve Account 8.7(a) Retained Amount 8.1(f) Review Period 2.4(c)(ii3.7(b)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(aSection 280G Approval 6.14 Straddle Period Tax Return 6.8(d) Shareholders’ Representative Expense Fund 2.3(eSurvival Date 8.6 Survival Date Release Amount 8.1(f) Shares Recitals Specified Accounting Principles 2.4(aSurviving Company 2.1 Third Party Claim 8.5(a) Stock Options 3.3(aTransaction Tax Benefit Items 6.8(f) ***** 12.4(c) Threshold Amount 12.4(bUnaudited Company Financial Statements 4.7 WARN Act 4.17(c)
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blount International Inc)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivSection 2.7(c)(iv) Agreement Preamble Balance Sheet Date 3.6(aBlackout Notice Section 2.9(f) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Certificate of Merger Section 2.4 Change in the Company Recommendation Section 6.4(b) Claim Certificate Section 9.4(a) Claim Dispute Notice 12.3(aSection 9.4(c) Closing 2.2 Closing Balance Sheet 2.4(b) Section 2.3 Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Section 2.3 Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(aSection 2.7(b) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Company Board of Directors Section 4.2(a) Company Board Recommendation Section 4.2(b) Company Certificates Section 2.6(b)(vi) Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III IV Company Financial Statements 3.6(aSection 2.6(b)(vi) Company Indemnified Parties 7.1(aSection 6.6(a) Company Organizational Documents Material Contract(s) Section 4.14(a) Company Stockholder Approval Recitals Consideration Spreadsheet Section 6.13 Determination Section 2.7(c)(iv) Dispute Notice Section 2.7(c)(ii) Dissenting Shares Section 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Earnout Notice 2.4(c)(iiSection 2.8(b)(i) Effective Date Preamble Time Section 2.4 Effectiveness Period Section 2.9(d) Employee Options Payment Amount Section 3.1(a)(iii) Enforceability Exceptions Section 4.2(a) Escrow Agent 2.3(d) Section 3.3 Escrow Agreement 2.3(d) Section 3.3 Escrow Expiration Date Section 9.1 Escrow Fund Excess Amount 2.4(d)(iii) Section 3.3 Estimated Closing Cash 2.4(aSection 2.7(a) Estimated Closing Debt 2.4(aSection 2.7(a) Estimated Identified Net Working Capital Expenditures 2.4(aAmount Section 2.7(a) Estimated Net Working Capital Deficit Section 2.7(a) Estimated Unpaid Company Transaction Expenses 2.4(aSection 2.7(a) Excluded Claims 12.4(bEstimated Working Capital Amount Section 2.7(a) Expense Fund Estimated Working Capital Deficit Section 2.7(a) Estimated Working Capital Surplus Section 2.7(a) Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(ivPayment Section 2.7(d)(ii) Expiration Date 12.4(aSection 9.1 FCPA Section 4.22(a) Final Closing Date Payment Schedule 2.3(aFirm Section 10.16 Holder of Registrable Securities Section 2.9(e) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Indemnitee Section 9.5 Indemnitor Section 9.5 Invoice Section 6.11 Joinder and Release Agreement Recitals Lease Section 4.15 Leased Real Property 3.12(bSection 4.15 Letter of Transmittal Section 3.1(b)(i) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(bLiens Section 4.11(e) Major Customers 3.21(b) Section 4.23 Major Suppliers 3.21(aSection 4.23 Material Product and Trial Information Section 4.21(g) MiniMerger Recitals Merger Sub Preamble Non-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder PayCompetition and Non-Off Solicitation Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)Recitals
Appears in 1 contract
Samples: Agreement and Plan of Merger (Entellus Medical Inc)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv2.8(c) Agreement Preamble Audited Company Financial Statements 4.7 Aviation Regulations 4.12(c) Balance Sheet Date 3.6(a4.7(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Business Insurance Policies 4.20 Certificate of Merger 2.4 Claim Dispute Notice 12.3(a9.4(c) Class A Common Stock 4.3(a) Closing 2.2 2.3 Closing Balance Sheet 2.4(b2.8(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) 2.3 Closing Date Schedule 2.4(b2.8(b) Closing Employee Payments 2.3(fCOBRA 4.17(g) Common Stock 3.3(a4.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Company Benefit Plans 4.17(a) Company Bylaws 4.2 Company Certificate of Incorporation 4.2 Company Certificates 3.1(a) 11 Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III IV Company Financial Statements 3.6(a) 4.7 Company Indemnified Parties 7.1(a6.6(a) Company Organizational Documents 3.2(a) Intellectual Property Rights 4.15 Company Licensed Software 4.15 Company Owned IP 4.15 Company Pre-Closing Certificate 2.4(a2.8(a) Company Representatives 6.1 Proprietary Software 4.15 Company Subsidiary 4.4(a) Confidential Information 6.4(b) Covered Person 6.11(a) Current Balance Sheet 3.6(a4.7(a) DDT Preamble Deductible 9.3 Dispute Notice 2.4(c)(ii2.8(c)(ii) Dissenting Shares 3.2 Effective Date Preamble Escrow Agent 2.3(dTime 2.4 Employee Benefits 6.7(b) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iiiEquityholder Representative 10.1 Estimated Aggregated Exercise Price 2.8(a) Estimated Closing Cash 2.4(a2.8(a) Estimated Closing Debt 2.4(a2.8(a) Estimated Identified Net Working Capital Expenditures 2.4(aAmount 2.8(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv2.8(a) Expert Calculations 2.4(c)(iv2.8(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble 9.1 Holder Group 13.6 Indemnified Party 12.3(a6.8 FAA 4.12(c) Indemnifying Party 12.3(aIndemnitees 9.2(a) Leased Real Property 3.12(b4.14(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(bLetter of Transmittal 3.1(a) Major Customers 3.21(b4.22(a) Major Suppliers 3.21(a4.22(b) Mini-Basket 12.4(bMaterial Contract 4.16(a) Negative Adjustment Amount 2.4(d)(iMerger Recitals Merger Consideration 2.6(b) Optionholder 3.3(aMerger Sub Preamble Multiemployer Plan 4.17(e) Optionholder Pay-Off Agreements 6.4(aMultiple Employer Plan 4.17(e) Outside Date 10.1(cOFAC 4.12(d) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(iiOption Spread 2.7 Owned Real Property 4.14(a) Parent Preamble Parent Subsidiaries 5.5 Per Share Merger Consideration 2.6(b) Pre-Closing Period 6.1 6.1(a) Term Section Products 4.15(g) Registered Intellectual Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h4.15(a) Released Parties 6.12 Restricted Parties 6.11(a) Required Company Stockholder Vote 4.1 Review Period 2.4(c)(ii2.8(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(aSanctioned Country 4.12(d) Shareholders’ Representative Expense Fund 2.3(eSanctioned Person 4.12(d) Shares Recitals Sanctions 4.12(d) Section 280G Payments 6.11 Shortfall 2.8(d)(i) Solvent 5.6 Specified Accounting Principles 2.4(a2.8(a) Stock Options 3.3(aSurviving Corporation 2.1 Tax Assets 2.9(a) ***** 12.4(cTax Benefit 9.3(c) Threshold Amount 12.4(bThird-Party Claim 9.6(a) Trade Control Laws 4.12(d) Transaction Tax Benefit 2.9(a) TTB Audit 2.9(e) TTB Recipient 2.9(a) Unaudited Company Financial Statements 4.7(a)
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section 401(k) Plan 5.9 (d) Accounting Firm 2.4(c)(iv2.6(b)(ii) Adjustment 2.6 (c) Agreement Preamble Agreement Date Preamble Balance Sheet 3.7 Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims 3.7 Claim Notice 12.3(a9.3 (a) Closing 2.2 2.3 Closing Date 2.3 Closing Date Balance Sheet 2.4(b2.6 (a) Closing Date 2.2 Closing Date Payment 2.1(iWorking Capital 2.6 (a) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Commitment Letters 4.6 Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Recitals Company Benefit Plan 3.16(a3.16 (a) Company Disclosure Schedule Article III Common Stock 3.3 (a) Company Financial Statements 3.6(a) 3.7 Company Indemnified Parties 7.1(a5.8 (a) Company Organizational Documents 3.2(aShares Recitals Company Subsidiaries 3.4 (a) Company Pre-Closing Certificate 2.4(aSubsidiary Equity Interests 3.4 (a) Company Representatives 6.1 Current Balance Sheet 3.6(aD&O Released Parties 5.8 (c) DDT Preamble Damages 9.2 (a) Deductible Amount 9.4 (a)(i) Deposit Amount 2.2 (b) Dispute Notice 2.4(c)(ii9.3 (e) Easton Xxxx LLC Agreement Recitals Effective Date Preamble Time 2.3 Equity Documents Recitals Escrow Agent 2.3(dAccount 2.8 Escrow Amount 2.8 Existing LC 5.14 (b) Escrow Agreement 2.3(dFinancing 4.6 Foreign Benefit Plan 3.16 (i) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a9.3 (a) Indemnifying Party 12.3(a9.3 (a) Indemnity Notice 9.3 (d) Independent Expert 2.6(b)(ii) IP Agreements Recitals IRS 3.16 (a) Latest Closing Date 2.3 (a) Leased Real Property 3.12(b3.13 (b) Liability Claim 12.3(aMaterial Contract 3.15 (a) Listed Contracts 3.15(aNew LCs 5.14 (b) Litigation Conditions 12.3(bNon-Registered Intellectual Property 3.14 (b) Major Customers 3.21(bNotice of Objection 2.6 (b)(i) Major Suppliers 3.21(aOwned Intellectual Property 3.14 (a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h2.2 Purchase Price Allocation 8.4 Purchaser Preamble Purchaser D&O Released Parties 5.8 (c) Review Period 2.4(c)(iiPurchaser Indemnified Parties 9.2 (a) SDT Purchaser Releasing Parties 5.8 (c) Qualified Plan 3.16 (c) Registered Intellectual Property 3.14 (a) Reimbursement 9.5 Released Actions 5.8 (d) Releasing Parties 5.8 (c) Securities Act 3.3 (c) Seller Preamble Seller D&O Released Parties 5.8 (c) Seller Disclosure Schedule Article 3 Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a9.2 (b) Shareholders’ Representative Expense Fund 2.3(eSeller Notice 5.1 Seller Releasing Parties 5.8 (c) Shares Share Purchase Recitals Specified Accounting Principles 2.4(aSolvent 4.9 Statement 2.6 (a) Stock Options 3.3(aStraddle Period 8.2 Straddle Period Notice 8.2 Straddle Period Tax 8.2 Subscription Agreement Recitals Substitute Financing 4.6 Termination Date 7.1 (c) ***** 12.4(cThird-Party Claim 9.3 (a) Threshold Amount 12.4(b)Trade Secrets 3.14 (f) Transferee 401(k) Plan 5.9 (d) Valuation 8.4 ARTICLE 2 Purchase and Sale
Appears in 1 contract
Samples: Stock Purchase Agreement (Riddell Bell Holdings, Inc.)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Affiliate Agreements 3.26 Agreement Preamble Audited Company Financial Statements 3.7 Audited Parent Financial Statements 5.7 Balance Sheet Date 3.6(a3.7 Business Insurance Policies 3.22(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(aCertificate of Merger 2.3 Certificates 2.7(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(iCompany Preamble Company Benefit Plan(s) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a3.17(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Bylaws 3.2 Company Benefit Plan 3.16(a) Certificate of Incorporation 3.2 Company Disclosure Schedule Article III Preamble Company Financial Statements 3.6(a3.7 Company Multiemployer Plan 3.17(a) Company Indemnified Parties 7.1(aSEC Reports 3.27 Company Stockholder Approval 3.1 Company Stockholders Representatives 9.1 Company Subsidiar(y)/(ies) 3.4(a) Company Organizational Documents 3.2(aSubsidiary Shares 3.4(a) Company Pre-Closing Certificate 2.4(aTitle IV Plan 3.17(a) Company Representatives 6.1 Contingent Stock Determination Event 2.10(a) Current Balance Sheet 3.6(a3.7 Determination Notice 2.10(c) DDT Preamble Dispute Notice 2.4(c)(iiDissenting Shares 2.12(a) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Time 2.3 Leased Real Property 3.12(b) Liability Claim 12.3(a3.14(a) Listed Contracts 3.15(aContract(s) Litigation Conditions 12.3(b3.16(a) Major Customers 3.21(bMajority Holders 2.10(c) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(aMerger Recitals Merger Sub Preamble Objection Notice 2.10(c) Outside Closing Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Owned Real Property 3.14(a) Parent Preamble Parent Affiliate Agreements 5.27 Parent Benefit Plan(s) 5.17 Parent Bylaws 5.2 Parent Certificate of Incorporation 5.2 Parent Disclosure Schedule Article V Preamble Parent Financial Statements 5.7 Parent Insurance Policies 5.20 Term Section Positive Adjustment Amount 2.4(d)(iiParent Leased Real Property 5.14(a) Pre-Parent Listed Contract 5.16 Parent Multiemployer Plan 5.17(a) Parent Owned Real Property 5.14(a) Parent SEC Reports 5.28 Parent Stock Fair Market Value 2.10(c) Parent Stock Value 2.10(b) Parent Subsidiar(y)/(ies) 5.4 Parent Subsidiary Shares 5.4 Parent Title IV Plan 5.17(a) PBGC 3.17(f) Reorganization Recitals Repurchase Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 6.16 Repurchased Common Stock 6.16 Series A Preferred Stock Certificate of Designations 9.2 Series C Preferred Stock Certificate of Designations 9.2 Series C Repurchased Shares 6.16 Series D Preferred Stock Certificate of Designations 9.2 Series D Repurchased Shares 6.16 Series E Preferred Stock Certificate of Designations 9.2 Series E Repurchased Shares 6.16 Signing Stockholders Preamble Stockholder Releases 7.2(j) Surviving Corporation 2.1 Purchase Price 2.1(hTransmittal Letter 2.7(a) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)Unaudited Company Financial Statements 3.7 Unaudited Parent Financial Statements 5.7
Appears in 1 contract
Certain Additional Definitions. As used in For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivAcquisition Transaction 6.16 Additional Financial Statements 6.17(c) Adjustment Time 2.3(b)(i) Agreement Preamble Asset Purchase Preamble Assignment and Assumption 3.2(a)(ii) Assignments and Assumptions for Leases 3.2(a)(iii) Assignment and Assumption for FCC Licenses 3.2(a)(vi) Assignments and Assumptions for Motor Vehicles 3.2(a)(vii) Assignments and Assumptions for Business Intellectual Property Rights 3.2(a)(v) Term Section Assumed Liabilities 2.2(b) Audit Opinion 6.17(a)(ii) Audited Financial Statements 6.17(a) Benefit Plan(s) 4.10(a) Xxxx of Sale 3.2(a) Business Preamble Business Contract(s) 2.1(b)(vii) Business Employee(s) 4.9 Business License(s) 2.1(b)(vi) Cap 8.5 Capital Expenditures Budget 6.1(a) Capital Expenditures Made in 2006 4.11(d) Capital Lease 2.2(c)(ii) Closing 3.1 Closing Balance Sheet 2.3(b) Closing Date 3.1 Closing Working Capital 2.3(b) COBRA 6.9(f) Commitment Letters 5.8 Damages 8.2 Deductible 8.5 Deeds 3.2(a)(iv) DOJ 6.4(f) Employment Agreement 6.9(b) Estimated Closing Balance Sheet 2.3(b) Estimated Working Capital 2.3(b) Excluded Assets 2.1(c) Excluded Liabilities 2.2(c) FCC Preamble FCC Applications 6.4(b) Financial Statements 4.11(a) Financing 5.8 First Quarter Interim Financial Statements 6.17(b) FTC 6.4(f) Indemnified Party 8.4(a) Indemnifying Party 8.4(a) Indemnity Notice Period 8.4(b) Indemnity Response 8.4(c) Independent Accountant 2.3(b) Term Section Independent Contractor Agreement 6.9(b) Latest Balance Sheet 4.11(a) Latest Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a4.11(a) Leased Real Property 3.12(b2.1(b)(ii) Liability Liquidated Damages 9.2(a) Material Business Contract(s) 4.7(a) Material Business License(s) 4.8 MVPD 4.15(e) Non-Broadcast FCC Licenses 6.20 Notice of Claim 12.3(a8.4(a) Listed Contracts 3.15(aNotice of Disagreement 2.3(b) Litigation Conditions 12.3(bNYT Preamble NYTMS Preamble Other Assignments and Assumptions 3.2(a)(viii) Major Customers 3.21(bOther Real Property Interests 2.1(b)(iii) Major Suppliers 3.21(aOwned Real Property 2.1(b)(i) Mini-Basket 12.4(bPhase I Reports 6.13 Phase II Reports 6.13 Present Fair Salable Value 5.9 Purchase Price 2.3(a) Negative Adjustment Amount 2.4(d)(iPurchaser Preamble Purchaser’s 401(k) Optionholder 3.3(aPlan 6.9(g) Optionholder Pay-Off Agreements 6.4(aPurchaser Indemnified Party 8.3 Real Property Leases 2.1(b)(ii) Outside Registered Intellectual Property 4.6 Renewal Applications 6.4(c) Second Quarter Interim Financial Statements 6.17(c) Seller’s Indemnified Party 8.2 Seller’s Organizational Documents 4.1 Sellers’ 401(k) Plan 6.9(g) Short Term Agreement 4.7(a) Solvency 5.9 Solvent 5.9 Statement of Working Capital 2.3(b) Stations Preamble Station Assets 2.1(b) Surveys 6.14 Termination Date 10.1(c9.1(b) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Title Commitments 6.14 Term Section Positive Adjustment Amount 2.4(d)(iiTransferred Employees 6.9(a) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(hTransition Services 6.19 Transition Services Agreement 6.19 Working Capital 2.3(b) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(bWorking Capital Target 2.3(b)
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivAcquiror Preamble Acquiror Employee Plan 6.17(a) Acquiror Indemnitees 7.1 Acquiror Subsidiaries 5.5 Adjusted Base Purchase Price 2.10(h) Agreement Preamble Assumed Options 6.11 Audited Company Financial Statements 4.7(a) Term Section Balance Sheet Date 3.6(a4.7(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(aBusiness Sale 6.7(a) Certificate of Merger 2.3 Certificates 2.6(c) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(aMerger Consideration 3.1(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(aBylaws 4.2(a) Company Capital Stock Recitals Company Capital Stockholder Approvals 4.20 Company Certificate of Incorporation 4.2(a) Company Common Stock Recitals Company Disclosure Schedule Article III IV Company Financial Statements 3.6(a4.7(a) Company Indemnified Parties 7.1(aRegistrations 4.4(a) Company Organizational Documents 3.2(aSource Code Escrow Agreements 4.4(h) Company Pre-Closing Certificate 2.4(aContinuing Employees 6.17(a) Company Representatives 6.1 Current Balance Sheet 3.6(a4.7(a) DDT Preamble Dispute Notice 2.4(c)(iiDissenting Shares 2.9 DOL 4.17(g) EAD 4.17(g) Effective Date Preamble Time 2.3 Employee Pension Plans 4.16(a) Term Section Employee Welfare Plans 4.16(a) Escrow Agent 2.3(d) 3.2 Escrow Agreement 2.3(d) 3.2 Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv3.2 Escrow Period 7.4(a) Expiration Date 12.4(a7.3(a)(i) Final Closing Date Payment Schedule 2.3(aGovernment Grants 4.34 Indemnification Claim Notice 7.4(f) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a7.4(f) Indemnifying Party 12.3(a7.4(f) Leased Real Property 3.12(bIsraeli Employees 4.17(i) Liability Claim 12.3(aIsraeli Option Tax Ruling 6.11 Israeli Securities Exemption 2.7(d) Israeli Withholding Tax Pre-Ruling 6.11 Leases 4.24 Letter of Transmittal 3.1 Listed Contracts 3.15(aContract(s) Litigation Conditions 12.3(b4.15 Merger Recitals Merger Sub Preamble Multiemployer Plan 4.16(a) Major Customers 3.21(bNeutral Accountant 2.10(d) Major Suppliers 3.21(aOfficer’s Certificate 7.4(a) Mini-Basket 12.4(bOpen Source Materials 4.4(f) Negative Adjustment Amount 2.4(d)(iOptionholder(s) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 2.7 Term Section Positive Adjustment Other Plans 4.16(a) Payment Amount 2.4(d)(ii7.4(c) Plans 4.16(a) Post-Closing Tax Periods 6.10(c) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Return 6.10(c) Pre-Closing Tax Periods 6.10(a) Preliminary Base Purchase Price 2.1(h2.10(a) Review Period 2.4(c)(iiPreliminary Closing Balance Sheet 2.10(a) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble ShareholdersPreliminary Net Working Capital 2.10(a) Proceeding 7.4(f) Representatives 6.6 Required Statutory Approvals 4.6 Retention Program 6.13 Series A Preferred Stock Recitals Series AA Preferred Stock 4.3(a) Series B Preferred Stock Recitals Series BB Preferred Stock 4.3(a) Stockholders’ Representative 13.1(a) Shareholders10.13 Stockholders’ Representative Expense Fund 2.3(eIndemnitees 10.13 Stockholders’ Representative Expenses 10.13 Stockholders’ Representative’s Dispute Notice 2.10(d) Shares Recitals Specified Accounting Principles 2.4(aSuperior Offer 6.6 Surviving Corporation 2.1 Tax Contest 6.10(c) Stock Options 3.3(aTerm Section Unaudited Company Financial Statements 4.7(a) ***** 12.4(cUnresolved Objections 2.10(d) Threshold Amount 12.4(bUSCIS 4.17(g) Warrantholder 2.8 Withheld Funds 6.8 Work Permit 7.4(a)
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Samples: Agreement and Plan of Merger (Rsa Security Inc/De/)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv368(a) Reorganization 8.9 Acquired Groupe Shares Recitals Acquired Scient’x Shares Recitals Acquired Scient’x Shares Recitals AcquisitinoCo Equity 6.2(a) AcquisitionCo Preamble AcquisitionCo Organizational Documents 6.1(a) AcquisitionHoldCo Preamble AcquisitionHoldCo Equity 6.2(b) AcquisitionHoldCo Organizational Documents 6.1(a) Action 2.11 Adverse Recommendation Change 8.6 AFSSAPS 2.22(a) Agreement Preamble Balance Sheet Date 3.6(aAntitrust Challenge 8.4(c) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(aBenefit Plan 2.20(a) Xxxxx 8.10 Business 3.6 Business Day 1.9 Closing 2.2 Closing Balance Sheet 2.4(b) 1.9 Closing Date 2.2 Closing 1.9 COBRA 2.19(c)(viii) Code Recitals Copyrights 2.17(a) Corporate Governance Agreement Recitals Deductible DOJ 8.4(b) End Date Payment 2.1(i10.1(f) Closing Date Purchase Price 2.1(fEnvironmental Law 2.16(e) Closing Date Schedule 2.4(bEquitable Exceptions 4.2 ERISA 2.19(a)(v) Closing Employee Payments 2.3(fERISA Affiliate 2.19(a)(vi) Excluded 2.9(c) FCPA 2.23 FDA 2.22 FDCA 2.22 Fee Certificate 10.3(a) FTC 8.4(b) GAAP 2.5 Governmental Authority 2.4(a) Term Section Groupe Acquired Scient’x Shares Recitals HPC Preamble HPC Advisors’ Fees 10.3(a) HPC I Preamble HPC II Preamble Insurance Policies 2.14(a) Intellectual Property 2.17(a) Interim Period 7.1(a) IRS 2.19(c) Issuer Preamble Issuer Board Recitals Issuer Common Stock 3.3(aRecitals Issuer Copyrights 5.14(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Issuer Financial Statements 3.6(a5.4(b) Company Indemnified Parties 7.1(aIssuer Intellectual Property 5.14(a) Company Organizational Documents 3.2(aIssuer Intellectual Property Agreements 5.14(e) Company Pre-Closing Certificate 2.4(aIssuer Material Contracts 5.5(a) Company Representatives 6.1 Current Balance Sheet 3.6(aIssuer Medical Device 5.15 Issuer New Redeemable Preferred Stock 5.2(a) DDT Preamble Dispute Notice 2.4(c)(iiIssuer Patents 5.14(a) Effective Date Preamble Escrow Agent 2.3(dIssuer Payment Programs 5.17(a) Escrow Agreement 2.3(dIssuer Permits 5.8 Issuer Preferred Stock 5.2(a) Escrow Fund Excess Amount 2.4(d)(iiiIssuer Product 5.18 Issuer SEC Reports 5.4(a) Estimated Closing Cash 2.4(aIssuer Special Committee Recitals Issuer Stock Plans 5.2(a) Estimated Closing Debt 2.4(aIssuer Stockholders’ Meeting 8.5(a) Estimated Identified Capital Expenditures 2.4(aIssuer Trademarks 5.14(a) Estimated Unpaid Company Transaction Expenses 2.4(aIssuer Transactions Recitals Issuer Voting Proposal 8.6 Liens 2.3(d)(vi) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Losses 2.11 LuxCo I Recitals LuxCo I Acquired Scient’x Shares Recitals Specified Accounting Principles 2.4(aLuxCo I Shares 1.2(a) Stock Options 3.3(aLuxCo II Preamble LuxCo II Shares 1.2(b) ***** 12.4(cMaterials of Environmental Concern 2.16(e) Threshold Amount 12.4(b)MDD 2.22
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Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Alternative Proposal 6.8(b) Arbitrator 2.7(d) Audited Company Financial Statements 4.6(a) Balance Sheet Date 3.6(a4.6(a) Benefits Continuation Period 6.6(c) Buyer Guaranteed Obligations 10.17 Buyer Parent Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(aCertificates 3.1(b) Certificate of Merger 2.4 Closing 2.2 2.3 Closing Balance Sheet 2.4(b2.7(b) Closing Date 2.2 2.3 Closing Date Payment 2.1(iCash 2.7(a) Closing Date Purchase Price 2.1(fIndebtedness 2.7(a) Closing Date Schedule 2.4(bOption Payments 2.6(d) Closing Employee Payments 2.3(fStatement 2.7(b) Collaborative Partners 4.13(c) Common Stock 3.3(a2.6(a)(i) Common Warrant 2.6(e)(i) Common Warrant Payment 2.6(e)(i) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(aPlans 4.17(a) Company Bylaws 4.2(a) Company Capital Stock 2.6(a) Company Cure Period 8.1(d) Company Disclosure Schedule Article III IV Term Section Company Financial Statements 3.6(a4.6(a) Company Indemnified Parties 7.1(a6.5(a) Company Organizational Documents 3.2(aRegulatory Filings 4.13(a) Company Pre-Closing Certificate 2.4(aConsent Agreement Recitals Continuing Employees 6.6(a) Company Representatives 6.1 Current Balance Sheet 3.6(a4.6(a) DDT Preamble Dispute Notice 2.4(c)(iiDOJ 6.4(b) Effective Time 2.4 Equityholder Indemnified Parties 9.2(b) Equityholders' Representative 10.1(a) Equityholders' Representative Escrow Account 3.3 Escrow Termination Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii9.1 Estimated Closing Date Cash 2.7(a) Estimated Closing Cash 2.4(aDate Indebtedness 2.7(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(bStatement 2.7(a)
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Certain Additional Definitions. As used in For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivADSP 6.10(i) Agreement Preamble Allocation 6.10(i) Articles of Incorporation 4.1 Assets 4.29 Benefit Plan(s) 4.13(a) Billing Services Agreement 6.20 Licensing Agreement 6.19 Business Recitals Business Contract(s) 4.10(a) Business Employee(s) 4.12 Business License(s) 4.11 Bylaws 4.1 Cash Payment 2.2(a) Claim 9.2(e) Closing 2.3(a) Closing Date 2.3(a) Term Section Closing Working Capital 2.1(c)(iii) Company Preamble Company’s Financial Statements 4.15 Damages 9.2(a) DOJ 6.4(b) Employment Laws 4.23 Estimated Statement of Working Capital 2.1(c)(ii) Estimated Working Capital 2.1(c)(ii) Execution Date Preamble Final Statement of Working Capital 2.1(c)(iii) FTC 6.4(b) Incentive Bonuses 6.13 Indemnitee 9.2(e) Indemnitees 9.2(e) Indemnitor 9.2(e) Indemnitors 9.2(e) Independent Accountant 2.1(c)(iv) IRS 4.13(b) Latest Balance Sheet 4.15 Latest Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a4.15 Leased Assets 4.8(a) Leased Real Property 3.12(b4.8(a) Liability Claim 12.3(aListings License Agreement 6.18 Non-Competition Agreement 6.17 Notice of Disagreement 2.1(c)(iv) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Premises 6.21 PUC 4.29 Public Utility 4.29 Publishing Agreement 6.16 Purchase Price 2.1(h2.1(b) Purchaser Preamble Review Period 2.4(c)(ii2.1(c)(iii) SDT Schedule of Fixed Assets 4.8(a) Section 338(h)(10) Election 6.10(i) Seller Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(aTradenames and Logos 3.1 Share Certificates 2.3(b)(i) Shareholders’ Representative Expense Fund 2.3(e) Share Purchase Recitals Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(cSureWest Telephone 6.21 Termination Date 8.1(b) Threshold Amount 12.4(b9.2(b)(i) Transfer Taxes 6.10(e) Transition Services Agreement 6.15 Working Capital 2.1(c)
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections Sections of this Agreement set forth opposite each such term below: Term Section 338(h)(10) Election 7.6(o) Section 338 Election Forms 7.6(o) Accounting Firm 2.4(c)(ivArbitrator 2.3(d)(i) ACTI Recitals Agreed Claims 8.6 Agreement Preamble Balance Sheet Date 3.6(aAvaya Fed Preamble Business Government Contracts 4.8(a)(xi) Buyer Preamble Buyer Affiliates 7.10(c) Buyer Deductible 8.2 Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Party 7.6(n) Claim Notice 12.3(a8.4 Closing 3.1 Closing Date 3.1 Closing Purchase Price 2.2(b) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(aStatement 2.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(aInsurance Policies 4.21 Consultants 4.14(b) Company Disclosure Schedule Article III Company Financial Statements 3.6(aContinuing Employees 7.4(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Copyrights 1.1 December Balance Sheet 3.6(a4.6(a) DDT Preamble Dispute De Minimis Amount 8.1 Determination Date 2.3(d)(v) Disagreement Notice 2.4(c)(ii2.3(c) Effective DOJ 7.5(a) Effect 1.1 End Date Preamble Escrow Agent 2.3(d9.1(b) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iiiEnforceability Exceptions 4.2(a) Estimated Closing Cash 2.4(a2.2(a) Estimated Closing Debt 2.4(aIndebtedness Amount 2.2(a) Estimated Identified Capital Expenditures 2.4(aClosing Statement 2.2(a) Estimated Unpaid Company Current Assets 2.2(a) Estimated Current Liabilities 2.2(a) Estimated Transaction Expenses 2.4(aBonuses 2.2(a) Excluded Claims 12.4(bPlans 7.4(d) Expense Fund Excess Amount 2.4(d)(ivExport Control Laws 4.22(b) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(aFAR 4.9(c) Final Closing Date Payment Schedule 2.3(aCash 2.3(d)(iv) Fraud Claims 12.4(aFinal Closing Indebtedness Amount 2.3(d)(iv) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(aFinal Closing Net Working Capital 2.3(d)(iv) Indemnifying Party 12.3(aFinal Current Assets 2.3(d)(iv) Final Current Liabilities 2.3(d)(iv) Final Transaction Bonuses 2.3(d)(iv) Financial Statements 4.6(a) FIRPTA Certificate 7.6(l) FTC 7.5(a) IITC Recitals Indemnity Cap 8.1 Leased Real Property 3.12(b4.10(b) Liability Claim 12.3(aLeases 4.10(b) Listed Lien Releases 7.12(d) Material Contracts 3.15(a4.8(a) Litigation Conditions 12.3(bMaterial Owned Company IP 4.11(a) Major Customers 3.21(bNon-Continuing Employees 7.4(h) Major Suppliers 3.21(aNovated Contracts 7.14(a) Mini-Basket 12.4(bNovation Agreement 7.14(a) Negative Adjustment Amount 2.4(d)(iNovation Approval 7.14(a) Optionholder 3.3(aNovation Request 7.14(a) Optionholder Pay-Off Agreements 6.4(aPatents 1.1 Payoff Letters 7.12(c) Outside Date 10.1(cQualified Plan 4.16(e) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Reasonable Basis 7.6(b) Related Party 4.20 Resolution Period 2.3(d)(i) Restricted Business 7.17(a) Sanctions Laws 4.22(b) Section Positive Adjustment Amount 2.4(d)(ii7.6(d) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(hDeliverable 7.6(d) Review Period 2.4(c)(iiSeller Preamble Seller’s 401(k) SDT Preamble Plan 7.4(c) Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(aLower Tier Affiliates 7.10(b) Shareholders’ Representative Expense Fund 2.3(eSeller Deductible 8.1 September Balance Sheet 4.6(a) Shares Recitals Specified Accounting Principles 2.4(aStraddle Income Tax Returns 7.6(c) Stock Options 3.3(aStraddle Non-Income Tax Returns 7.6(c) ***** 12.4(cSubsidiaries Recitals Substantial Authority 7.6(i) Threshold Amount 12.4(bTax Contest 8.8(b) Tax Controversy 8.8(a) Territory 7.17(a) Third-Party Claim 8.5(a) Transfer Taxes 7.6(m)
Appears in 1 contract
Samples: Stock Purchase Agreement (Avaya Inc)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) Term Section GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** Tax Losses 12.4(c) Threshold Amount 12.4(b)
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(aArticle IX Event of Indemnification 9.1(a) Buyer Preamble Buyer Article IX Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(aPersons 9.1(b) Article IX Indemnifying Persons 9.1(c) Article IX Losses 9.1(d) Article IX Third Party Claim 9.4 Article X Event of Indemnification 10.1(a) Article X Indemnified Persons 10.1(b) Article X Indemnifying Persons 10.1(c) Article X Losses 10.1(d) Article X Third Party Claim 10.4 Business Day 1.9 Closing 2.2 Closing Balance Sheet 2.4(b) 1.9 Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) 1.9 Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Recitals Company Benefit Plan 3.16(a) Annual Report 2.5 Company Disclosure Schedule Article III II Company Financial Statements 3.6(a) Shares Recitals Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Material Adverse Effect Article II Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final 1.9 Closing Date Payment 1.9 Deductible 9.2(b) EC Merger Regulation 2.4 Equitable Exceptions 3.1 Escrow Shares 1.4(a) Governmental Authority 2.4 HPC Preamble Issuer Preamble Issuer Board Recitals Issuer Disclosure Schedule Article IV Issuer Material Contracts 4.7(a) Issuer Preferred Stock 4.2 Issuer Stockholders’ Meeting 6.5(a) Issuer Subsidiary Merger Recitals Liens 2.3(a) Fraud Claims 12.4(a) GDT Luxco Recitals Luxco Exchange Recitals Merger Sub Recitals OC Acquisition Agreement Recitals OC Exchange Recitals Xxxxxxx Xxxxx Recitals Party or Parties Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h1.2(b) Review Period 2.4(c)(iiRegistration Statement 6.5(a) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(aRequired Issuer Vote 0 Scient’x Recitals Scient’x Business Day 1.8 Scient’x Documents 2.5(b) Shareholders’ Representative Expense Fund 2.3(eScient’x Material Contracts 2.6(a) Scient’x Option Plans 2.3(b) Scient’x Shares Recitals Specified Accounting Principles 2.4(aSecurities Act 2.3(c)(vii) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)Share Number 1.2
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(aAllocation Schedule 3.2 Assignment and Assumption Agreement 4.2(c) Assumed Accounts Payable 2.3(a) Assumed Contracts 2.1(g) Assumed Liabilities 2.3 Books and Records 2.1(d) Business Recitals Business Employee 7.1(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Party 8.1 Claim Notice 12.3(a) 8.5 Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 4.1 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, AS AMENDEDas amended. Term Section Company Benefit Plan 3.16(aClosing Date 4.1 Closing Working Capital 3.4(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(aClosing Working Capital Statement 3.4(a) Company Indemnified Parties 7.1(aCompetitive Business 7.4(a) Company Organizational Documents 3.2(aConflict 5.3 Contract Manufacturing Agreement 7.8 Customer and Supplier List 2.1(c) Company Pre-Closing Certificate 2.4(aCustomer Orders 2.1(l) Company Representatives 6.1 Current Balance Sheet 3.6(aDeficiency 3.4(d) DDT Preamble Dispute Notice 2.4(c)(iiEquipment 2.1(e) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a3.4(d) Excluded Claims 12.4(bAssets 2.2 Excluded Contracts 2.2(d) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Excluded Liabilities 2.4 Indemnification Cap 8.3 Indemnifying Party 12.3(a8.5 Indemnitee Party 8.5 Intellectual Property 2.1(a) Leased Real Property 3.12(bInventory 2.1(j) Liability Claim 12.3(aLicenses and Permits 2.1(h) Listed Contracts 3.15(aOutstanding Accounts Receivable 2.1(i) Litigation Conditions 12.3(bProducts 2.1(f) Major Customers 3.21(bPurchase Orders 2.1(k) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h3.1 Purchased Assets 2.1 Restricted Period 7.4(a) Review Period 2.4(c)(ii3.4(b) SDT Schedules Article V Seller Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(cParty 8.2 Seller Marks 7.9 Territory 7.4(a) Threshold Amount 12.4(b)8.3 Transferred Employees 7.1(a) Transition Services Agreement 7.7
Appears in 1 contract
Samples: Asset Purchase Agreement (Caliper Life Sciences Inc)
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement Section set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivPrinciples 1.4(b) Acquisition Proposal 12.15 Agreed Courts 12.12 Agreement Preamble Balance Sheet Date 3.6(a) Belgium Seller 2 Preamble Belgium/France Seller Preamble Business Recitals Buyer Preamble Buyer Indemnified Confidential Information 10.8 Buyer Party 6.1 Buyer Released Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a4.7 Buyer’s 401(k) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Plan 9.7 Buyer’s Flexible Account Plan 9.6 Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Confidential Information 10.3 Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements Privileged Communications 10.3 Counterparty 1.7 Covered Matters 12.11 Debt Financing 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet Debt Financing Commitment 3.6(a) DDT Debt Financing Commitment Letters 3.6(a) Definitive Financing Agreements 4.5(a) Designated Contracts 2.14(a) Dispute 10.3 DOJ 4.1(b) FTC 4.1(b) Government 2.24(b) Government Entity 2.24(b) Government Official 2.24(b) Governmental Order 8.1(b) Guarantee 12.16 Insurance Recovery Expenses 10.9(c) IP License 2.14(a)(4) IT Systems 2.13(j) Key Employees 10.7 Marks 11.1, definition of Intellectual Property Mexico Permitted Assignee 12.5 Mexico Seller Preamble Dispute Notice 2.4(c)(iiNon-Assignable Assets 1.7 Occurrence Policies 10.9(b) Effective Date Parties Preamble Escrow Agent 2.3(dParty Preamble Qualified Losses 10.9(b) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Seller Preamble Seller Indemnified Group 10.9(a) Seller Party 6.2 Seller Releasing Parties 12.2 4.7 Seller’s Flexible Account Plan 9.6 Sellers Preamble ShareholdersSellers’ Representative 13.1(aCounsel 10.3 Sellers’ Counsel Work Product 10.3 Share Sellers Preamble Tax Claim 7.6 Tax Statement 7.1(b) Shareholders’ Representative Expense Fund 2.3(eTermination Date 8.1(c) Shares Recitals Specified Accounting Principles 2.4(aTitle Company 4.11 Transfer Taxes 7.1(e) Stock Options 3.3(aU.S. Seller Preamble UK Seller Preamble VAT 1.9 Waiving Party 5.3 WARN 2.16(h) ***** 12.4(c) Threshold Amount 12.4(b)ARTICLE XII
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Accounts Receivable 3.23 Agreement Preamble Audited Company Financial Statements 3.6(a) Balance Sheet Date 3.6(aDateCertain Matters Escrow AccountCertain Matters Escrow Amount 3.6(a)2.7(c)2.7(c) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Certificate of Merger 2.4 Claim Notice 12.3(a9.4(a) Closing 2.2 Closing Balance Sheet 2.4(b) 2.3 Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) 2.3 Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan Plans 3.16(a) Company Bylaws 3.2(b) Company Certificate of Incorporation 3.2(b) Company Certificates 2.9(a)(i) Company Common Stock Recitals Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a6.8(a) Company Organizational Documents 3.2(aPreferred Stock Recitals Company Stockholder Consent 6.5(c) Company Pre-Closing Certificate 2.4(aConclusive Net Working Capital Statement 2.8(e) Company Representatives 6.1 Current Balance Sheet 3.6(aSheetDeductible 3.6(a)9.3(b) DDT Preamble Dispute Notice 2.4(c)(ii10.1(f)(1) Disputed Items 2.8(c) Dissenting Shares 2.10 Effective Date Preamble Time 2.4 Equityholder IndemniteesEquityholders’ Portion 9.2(b)2.7(e) Equityholders’ Representative 10.1(a) Escrow Agent 2.3(d2.7(a) Escrow Agreement 2.3(d2.7(a) Escrow Fund Estimated Net Working Capital Adjustment Statement 2.8(a) Estimated Net Working Capital Deficiency Amount 2.8(a) Estimated Net Working Capital Excess Amount 2.4(d)(iii2.8(a) Estimated Closing Cash 2.4(aNet Working Capital StatementExpired Lease 2.8(a)3.13(a) Estimated Closing Debt 2.4(aFall-Apart DateGeneral Escrow AccountGeneral Escrow Amount 8.1(e)2.7(a)2.7(a) Estimated Identified Capital Expenditures 2.4(aGeneral Escrow Expiration DateIndemnitee 9.4(a)2.7(b) Estimated Unpaid Company Transaction Expenses 2.4(aIndemnitor 9.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(aInstrument 10.1(c) Leased Real Property 3.12(b3.13(a) Liability Claim 12.3(aLetter of Transmittal 2.9(a)(i) Listed Contracts 3.15(a) Litigation Conditions 12.3(bMerger Recitals Merger Sub Preamble ML 3.27 ML Payment Amount 3.27 Net Working Capital Adjustment Statement 2.8(b) Major Customers 3.21(bNet Working Capital Deficiency Amount 2.8(b) Major Suppliers 3.21(aNet Working Capital Excess Amount 2.8(b) Mini-Basket 12.4(bNet Working Capital Statement 2.8(b) Negative Adjustment Amount 2.4(d)(iNeutral Arbitrator 2.8(d) Optionholder 3.3(a2.6(c) Optionholder Pay-Off Agreements 6.4(aOption Exercise Price 2.6(c) Outside Date 10.1(cOrganizational Documents 3.2(b) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Parent Preamble Parent Indemnitees 9.2(a) 11 Term Section Positive Adjustment Amount 2.4(d)(iiParent SubsidiariesParticipants’ PortionPBGC 5.52.7(e)3.16(e) Personal Property 3.21(a) Pre-Closing Period 6.1 6.1(a) Power of Attorney 3.26 Products 3.11(b) Proposed TransactionPurchaser Indemnified PartiesReal Property Taxes 11.2 Purchase and Sale Leases 6.149.2(a)3.13(a) Released Claims 6.16 Releasees 6.16 Record Retention Period 6.12 Refund 6.13(a) Resolution Period 2.8(c) Supermajority 10.1(b) Surviving Corporation 2.1 Purchase Price 2.1(hThird-Party ClaimTransferred Employee 9.5(a)6.9(b) Review Period 2.4(c)(iiUnaudited Company Financial Statements 3.6(a) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(aUnpaid Company Transaction Expenses 6.1(b) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(bWorking Capital Dispute Notice 2.8(c)
Appears in 1 contract
Certain Additional Definitions. As used in this Agreement, each of the following terms shall have has the respective meanings meaning ascribed thereto in the respective sections of this Agreement Section set forth opposite each such term belowin the following table: Term Section Accounting Firm 2.4(c)(ivAcquisition Transaction Section 5.11 Additional Per Share Consideration Section 2.5(e)(1) Aggregate Preferred Consideration Section 2.5(e)(2) Agreement Preamble Audited Company Financial Statements Section 3.6 Balance Sheet Date 3.6(aSection 3.6 BKartA Section 5.5(b) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Book-Entry Shares Section 2.5(c) Buy-side Party Section 9.14 Certificate of Merger Section 2.3 Certificates Section 2.5(c) Claim Certificate Section 7.5 Claims Notice 12.3(a) Period Section 7.4 Closing Section 2.2 Closing Balance Sheet 2.4(bSection 2.10(d) Closing Consideration Section 2.5(e)(3) Closing Date Section 2.2 Closing Date Payment 2.1(iIndebtedness Section 2.5(e)(4) Closing Date Purchase Price 2.1(fPer Share Common Consideration Section 2.5(e)(5) Closing Date Schedule 2.4(bPer Share Preferred Consideration Section 2.5(e)(6) Closing Employee Payments 2.3(fStatement Section 2.10(c) Common Stock Company Preamble Company Benefit Plans Section 3.21(a) Company Bylaws Section 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Certificate of Incorporation Section 3.3(a) Company Common Stock Recitals Company Financial Statements Section 3.6 Company Indemnified Parties Section 5.7(a) 10 NAI-1503806643v11 Term Section Company Benefit Plan 3.16(aRegistered IP Section 3.14(b) Company Disclosure Schedule Article III Company Financial Statements 3.6(aConfidential Information Section 9.13(c) Company Indemnified Parties 7.1(aContaminants Section 3.14(o) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(aSection 3.6 Customer Data Section 3.14(o) DDT Preamble D&O Tail Policy Section 5.7(b) Dispute Notice 2.4(c)(iiSection 9.14 Disputed Line Items Section 2.10(d) Dissenting Shares Section 2.7 Distributable Holdback Section 2.10(h) EAR Section 3.11(c) Effective Date Preamble Time Section 2.3 Effects Section 1.1, definition of Material Adverse Effect Environmental Claims Section 3.23(d) Environmental Permits Section 3.23(b) Escrow Agent 2.3(dSection 2.5(d)(1) Escrow Agreement 2.3(dSection 2.5(d)(1) Escrow Fund Excess Amount 2.4(d)(iiiEstimated Closing Balance Sheet Section 2.10(a) Estimated Closing Cash 2.4(aSection 2.5(e)(7) Estimated Closing Debt 2.4(aIndebtedness Section 2.5(e)(8) Estimated Identified Capital Expenditures 2.4(aClosing Statement Section 2.10(a) Estimated Unpaid Company Merger Consideration Section 2.5(e)(9) Estimated Negative Working Capital Adjustment Section 2.5(e)(10) Estimated Positive Working Capital Adjustment Section 2.5(e)(11) Estimated Transaction Expenses 2.4(aSection 2.5(e)(12) Excluded Claims 12.4(bEstimated Working Capital Section 2.10(a) Expense Exchange Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(ivSection 2.5(d)(4) Expiration Date 12.4(aSection 7.1 Final Closing Cash Section 2.10(d) Final Closing Date Payment Schedule 2.3(aIndebtedness Section 2.10(d) Fraud Claims 12.4(aFinal Transaction Expenses Section 2.10(d) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Final Working Capital Section 2.10(d) Fully Diluted Company Common Stock Section 2.5(e)(13) Fully Diluted Company Common Stock of Escrow Participants Section 2.5(e)(14) Fundamental Representations Section 6.3(a) Government Bid Section 3.30(a) GWB Section 3.5 Holdback Amount Section 2.10(a) Holdback Bonus Amount Section 2.10(h) Indemnification Threshold Amount Section 7.3(a) Indemnified Party 12.3(aPerson Section 7.2 Information Statement Section 5.17(c) Indemnifying Party 12.3(aITAR Section 3.11(c) Leased Real Property 3.12(bSection 3.13(a) Liability Claim 12.3(aLetter of Transmittal Section 2.6(c) 11 NAI-1503806643v11 Term Section Licenses In Section 1.1 Definition of Company IP Agreements Licenses Out Section 1.1 Definition of Company IP Agreements Listed Contracts 3.15(aContract Section 3.20(a) Litigation Conditions 12.3(bMajority Holders Section 9.13(a) Major Material Customers 3.21(bSection 3.19(a) Major Material Suppliers 3.21(aSection 3.19(b) Mini-Basket 12.4(bMerger Recitals Merger Consideration Section 2.5(e)(15) Merger Sub Preamble Merger Sub Common Stock Section 2.5(b) Negative Working Capital Adjustment Amount 2.4(d)(iSection 2.5(e)(16) Optionholder 3.3(aNominal Per Share Common Consideration Section 2.5(e)(17) Optionholder Pay-Off Agreements 6.4(aNominal Per Share Consideration Section 2.5(e)(18) Nominal Per Share Preferred Consideration Section 2.5(e)(19) Notice of Disagreement Section 2.10(d) Objection Notice Section 7.6 Objection Period Section 7.6 Open Source Software Section 3.14(m) Outside Date 10.1(cSection 8.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Parent Preamble Parent Subsidiaries Section 4.5 Paying Agent Section 2.6(a) Positive Working Capital Adjustment Section 2.5(e)(20) Post-Closing Addition Section 2.10(f) Post-Closing Reduction Section 2.10(f) Qualified Matters Section 7.2(a)(7) R&W Policy Section 5.13 Real Property Leases Section 3.13(a) Regular Indemnification Escrow Amount Section 2.5(d)(1) Regular Indemnification Escrow Fund Section 2.5(d)(1) Representative Section 9.13 Representative Losses Section 9.13(d) Representative’s Expense Amount Section 2.5(d)(3) Representative’s Expense Fund Section 2.5(d)(3) Required Equityholder Consents Section 5.17(a) Required Vote Section 3.28 Section 280G Payments Section 5.9(a) Sell-side Counsel Section 9.14 Sell-side Counsel Work Product Section 9.14 Sell-side Party Section 9.14 Series A Preferred Stock Recitals Settlement Accountant Section 2.10(d) Special Claims Period Expiration Date Section 7.4 Special Indemnification Escrow Amount Section 2.5(d)(2) Special Indemnification Escrow Fund Section 2.5(d)(2) 12 NAI-1503806643v11 Term Section Positive Adjustment Amount 2.4(d)(iiSpreadsheet Section 5.10 Straddle Period Section 5.12(b) PreSurviving Corporation Section 2.1 Systems Section 3.14(o) Third-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(hParty Claim Section 7.9 Unaudited Company Financial Statements Section 3.6 Unexculpable Matters Section 9.13(b) Review Period 2.4(c)(iiWARN Act Section 3.22(j) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)ARTICLE II
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Energy Industries Inc)
Certain Additional Definitions. As used in For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(ivActive Government Contract 3.21(a) Adjustment Amount 1.6(b) Agreement Preamble Allocation Schedule 1.7 Alternative Arrangements 9.4(b) Alternative Debt Commitment Letters 5.6(b) Alternative Financing 5.6(b) Alternative Financing Event 5.6(b) Applicable Balance Sheet 3.6(a) Applicable Courts 1.13 Applicable Financing Notice Event 5.6(b) Assumed Liabilities 1.3 Balance Sheet Date 3.6(a3.7 Base Purchase Price 1.5(b) Books and Records 1.1(j) Buyer Preamble Buyer Audited Financial Statements 4.11 Buyer Financial Statements 4.11 Buyer Indemnified Parties 12.1 9.2(a) Buyer Subsidiaries 5.5 Parties 10.3(b) Buyer-Related Financing Event 5.6(d) Buyer Termination Fee 10.2 Claims 10.3(b) Cap 9.2(c)(i) Claim Notice 12.3(a9.3(a) Claims-Specific Threshold 9.2(c)(i) Closing 2.2 2.1 Closing Date 2.1 Closing Date Balance Sheet 2.4(b1.6(b) Closing Date 2.2 Closing Date Payment 2.1(iStatement 1.6(b) Closing Date Purchase Price 2.1(fWorking Capital 1.6(b) Closing Date Schedule 2.4(bCPARS 6.11 Continuing Employees 6.4(a) Closing Customer Information 3.10(j) DDTC 8.2(f) Deductible 9.2(c)(i) Disclosure Schedules Article III Dispute Period 9.3(b) Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Pension Benefit Plan 3.16(a3.12(a) Company Disclosure Schedule Article III Company Employee Welfare Benefit Plan 3.12(a) Excluded Assets 1.2 Excluded Contracts 1.2(b) Excluded Liabilities 1.4 Export Control Laws 3.16(b) Federal Business Recitals Federal Employee 3.11(d) Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a9.3(a) Indemnifying Party 12.3(a9.3(a) Leased Real Property 3.12(bIndependent Accountant 1.6(c) Liability Claim 12.3(aInitial Debt Commitment Letters 4.7(b) Listed Contracts 3.15(aInitial Debt Financing 4.7(b) Litigation Conditions 12.3(bInitial Fee and Sponsor Letters 4.7(b) Major Customers 3.21(bInsurance Policies 3.18 IT Systems Annex I Material Concession 5.5(b) Major Suppliers 3.21(aMaterial Licenses 3.16(e) MiniMaterials 6.6 NISPOM Operating Manual 3.21(f) Novation Agreement 6.3(a) Objection Notice 1.6(c) Patents Annex I Physical Purchased Assets 1.8 Plans 3.12(a) Post-Basket 12.4(bSigning Financial Statements 5.7(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(bPrivacy Policies 3.10(j)
Appears in 1 contract
Samples: Asset Purchase Agreement (Ciber Inc)
