DEFINITIONS AND ACCOUNTING TERMS Section 1.01. Defined Terms Sample Clauses

DEFINITIONS AND ACCOUNTING TERMS Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “1934 Act” means the Securities Exchange Act of 1934. “2020 Incremental Term Lenders” means the Term Lenders providing the 2020 Incremental Term Loans and commitments therefor. “2020 Incremental Term Loans” means the Term Loans established by Amendment No. 3. “2020 Notes” has the meaning assigned to such term in the recitals hereto. “2022 Incremental Term B-2 Lenders” means the Term Lenders providing the 2022 Incremental Term B-2 Loans and commitments therefor, including, for the avoidance of doubt, any 2022 Incremental Term B-2 Upsize Lender. “2022 Incremental Term B-2 Loans” means the Term Loans established by Amendment No. 5. or the 2022 Incremental Term B-2 Upsize Loans made pursuant to Amendment No. 8. The aggregate principal amount of 2022 Incremental Term B-2 Loans outstanding as of the Amendment No. 8 Effective Date is $3,103,644,250. “2022 Incremental Term B-2 Upsize Lenders” means the Term Lenders providing the 2022 Incremental Term B-2 Upsize Loans and Commitments therefor. “2022 Incremental Term B-2 Upsize Loans” means the Term Loans established by Amendment No. 8. The 2022 Incremental Term B-2 Upsize Loans shall be deemed to be part of the same Class and the same tranche of Term Loans as the 2022 Incremental Term B-2 Loans. “2022 Incremental Term B-2 Loan Maturity Date” means January 18, 2029. “2022 Notes” has the meaning assigned to such term in the recitals hereto. “Acceptable Discount” has the meaning specified in Section 2.06(d)(iii). “Acceptable Intercreditor Agreement” means a customary intercreditor agreement, subordination agreement, collateral trust agreement or other intercreditor arrangement (which may, if applicable, consist of a payment waterfall) in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, which shall be deemed acceptable to the Administrative Agent and the Lenders if (a) in the form of the First Lien/First Lien Intercreditor Agreement and/or the First Lien/Second Lien Intercreditor Agreement or (b) it (or any changes to any such agreement specified in clause (a)) is posted to the Platform and (i) is accepted by the Required Lenders and/or (ii) not otherwise objected to by the Required Lenders in writing within 5 Business Days of being posted. “Acceptance Date” has the meaning specified in Section 2.06(d)(ii). “Accounting Changes” has the meaning specified in Section 1.08(d). “Acquired EBITDA” me...
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DEFINITIONS AND ACCOUNTING TERMS Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “2022 Equity-Linked Instrument” means the PubCo’s Series A convertible preferred stock with the terms and conditions set forth in that certain Certificate of Designation of Series A Convertible
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Related to DEFINITIONS AND ACCOUNTING TERMS Section 1.01. Defined Terms

  • Definitions and Accounting Terms Section 1.01.

  • Definitions Accounting Terms 1 Section 1.1 DEFINITIONS.........................................................................1 Section 1.2

  • 01 (Defined Terms) (i) Section 1.01 of the Credit Agreement is hereby amended by adding in the appropriate alphabetical order the following new definitions:

  • Definitions Interpretation and Accounting Terms Section 1.1

  • Certain Additional Defined Terms In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------

  • Defined Terms; References Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

  • Additional Defined Terms Section 1.01 of the Credit Agreement is hereby further amended and supplemented by adding the following new definitions, which read in their entirety as follows:

  • Amendments to Section 1: Definitions A. Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order:

  • Definitions and Accounting Matters Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 20 Section 1.04 Terms Generally; Rules of Construction 20 Section 1.05 Accounting Terms and Determinations; GAAP 21

  • Defined Term Section Action Section 5.11(a) ADS Depositary Section 4.3 Affected Employees Section 5.12(a) Affiliate Section 3.27 Agreement Preamble Antitrust Laws Section 5.4(c) Applicable Laws Section 3.5(a) Assumed Option Section 2.1(c)(iii)(A) Assumed RSU Award Section 2.1(c)(v)(B) Book Entry Share Section 2.1(c)(i) Business Day Section 8.9(k) Cash-Only Shares Section 2.1(c)(i) Certificate of Merger Section 1.1 Class A Ordinary Shares Recitals Class B Ordinary Shares Section 4.3 Closing Section 1.2 Closing Date Section 1.2 Code Section 2.1(c)(iii)(A) Company Preamble Company Acquisition Proposal Section 5.2(a) Company Adverse Recommendation Change Section 5.2(d)(i) Company Benefit Plans Section 3.11(a) Company Certificate Section 2.1(c)(i) Company Common Stock Recitals Company Disclosure Schedule Article 3 Company ESPP Section 5.12(d) Company Material Adverse Effect Section 3.1 Company Material Contract Section 3.23(a) Company Permits Section 3.5(b) Company Permitted Liens Section 3.21(a) Company Preferred Stock Section 3.3 Company Real Property Section 3.5(d) Company Reports Section 3.7(a) Company Representatives Section 5.2(a) Company Restricted Stock Awards Section 2.1(c)(iv) Company Rights Section 2.5 Company Rights Agreement Section 2.5 Company RSU Awards Section 2.1(c)(v) Company Stockholder Approval Section 3.20 Company Stock Option Section 2.1(c)(iii)(A) Company Superior Proposal Section 5.2(d)(ii) Defined Term Section Competition Action Section 5.4(c) Confidentiality Agreement Section 5.2(a) control Section 3.27 Cutoff Date Section 8.9(e) Definitive Financing Agreements Section 5.13(b) Delaware Sub Preamble Deposit Agreement Section 4.3 Derivative Transaction Section 3.25(a) DGCL Recitals Dissenting Shares Section 2.1(c)(vii) Dissenting Stockholder Section 2.1(c)(vii) DLLCA Recitals Effective Time Section 1.1 Environmental Laws Section 3.13(a) ERISA Section 3.11(a) ERISA Affiliate Section 3.11(c) Equity Compensation Exchange Ratio Section 2.1(c)(i) Exchange Act Section 3.4 Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) Exchange Ratio Section 2.1(c)(i) Excluded Shares Section 2.1(c)(ii) FCPA Section 3.5(e) Fee Section 7.5(b) Final Parent Stock Price Section 2.1(c)(i) Financing Section 5.13(a) Financing Commitments Section 5.13(a) Financing Sources Section 5.13(a) Form F-6 Section 5.7(a) Form S-4 Section 5.7(a) GAAP Section 3.7(b) Governmental Entity Section 3.6(b) Governmental Official Section 3.5(e) Hazardous Materials Section 3.13(b) HSR Act Section 3.6(b) Indemnified Party(ies) Section 5.11(a) IRS Section 3.11(a) Liens Section 3.4 Material Adverse Effect Section 8.9(c) Merger Recitals Merger Consideration Section 2.1(c)(i) Merger Sub Preamble New Financing Commitments Section 5.13(a) Non-U.S. Antitrust Laws Section 5.4(a)(i) Non-U.S. Company Benefit Plan Section 3.11(a) vi Defined Term Section Non-U.S. Parent Benefit Plan Section 4.11(a) NYSE Recitals OFAC Section 3.5(f) Parent Preamble Parent ADS Recitals Parent Adverse Recommendation Change Section 5.16(d)(i) Parent Alternative Proposal Section 5.16(a) Parent Benefit Plans Section 4.11(a) Parent Disclosure Schedule Article 4 Parent Material Adverse Effect Section 4.1 Parent Material Contract Section 4.23(a) Parent Options Section 4.3 Parent Permits Section 4.5(b) Parent Permitted Liens Section 4.21(a) Parent Real Property Section 4.5(d) Parent Representatives Section 5.16(a) Parent Reports Section 4.7(a) Parent Shareholder Approval Section 4.20 Parent Superior Proposal Section 5.16(d)(ii) Parent UK Prospectus Section 5.7(d)(i) Per Share Cash-Only Additional Cash Amount Section 2.1(c)(i) Per Share Cash Amount Section 2.1(c)(i) Per Share Stock Amount Section 2.1(c)(i) Person Section 3.5(e) PFIC Section 4.10(b) Proxy Statement/Prospectus Section 5.7(a) Regulatory Filings Section 3.6(b) Required Jurisdiction Section 6.1(b)(iii) Returns Section 3.10(a) Rule 16b-3 Section 5.9 Xxxxxxxx-Xxxxx Act Section 3.7(a) SEC Section 3.7(a) Securities Act Section 3.6(b) Significant Subsidiary Section 3.4 Subsidiary Section 8.9(d) Surviving Entity Section 1.1 tax(es) Section 3.10(f) Third Party Provision Section 8.3 to the knowledge of Section 8.9(b) UK FSMA Section 2.2(b)(i) UK Prospectus Rules Section 5.7(d)(i) UKLA Section 5.7(d)(i) U.S. Company Benefit Plan Section 3.11(a) U.S. Parent Benefit Plan Section 4.11(a) AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 6, 2011, is by and among Ensco plc, a public limited company organized under the laws of England and Wales (“Parent”), Pride International, Inc., a Delaware corporation (the “Company”), ENSCO Ventures LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and ENSCO International Incorporated, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Delaware Sub”).

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