Definitions and Interpretative Sample Clauses
The "Definitions and Interpretative" clause establishes the specific meanings of key terms and sets out rules for interpreting the contract. It typically lists important words or phrases used throughout the agreement and clarifies how they should be understood, sometimes including rules for resolving ambiguities or addressing plural and gender references. This clause ensures that all parties have a shared understanding of terminology, reducing the risk of disputes over interpretation and promoting clarity in the contract’s application.
Definitions and Interpretative. Provisions 2 Section 2. Description of Transaction 18 Section 3. Representations and Warranties of the Company 25 Section 4. Representations and Warranties of Magenta and Merger Sub 41 Section 5. Certain Covenants of the Parties 59 Section 6. Additional Agreements of the Parties 65 Section 7. Conditions Precedent to Obligations of Each Party 78 Section 8. Additional Conditions Precedent to Obligations of Magenta and Merger Sub 78 Section 9. Additional Conditions Precedent to Obligation of the Company 79 Section 10. Termination 80
Definitions and Interpretative. Provisions 2 Section 2. Description of Transaction 22 Section 3. Representations and Warranties of the Company 28
Definitions and Interpretative. Provisions 2 1.1 Definitions 2 1.2 Other Definitional and Interpretative Provisions 17 Section 2. Description of Transaction 18 2.1 The Merger 18 2.2 Effects of the Merger 18 2.3 Closing; First Effective Time; Second Effective Time 18 2.4 Organizational Documents; Directors and Officers 18 2.5 Conversion of Company, First Merger Sub and Second Merger Sub Equity Securities 20 2.6 Closing of the Company’s Transfer Books 21 2.7 Surrender of Company Capital Stock 21 2.8 Calculation of Net Cash. 22 2.9 Further Action 24 2.10 Intended Tax Treatment 24 2.11 Withholding 24 2.12 Appraisal Rights 24 Section 3. Representations and Warranties of the Company 25 3.1 Due Organization; Subsidiaries 25 3.2 Organizational Documents 25 3.3 Authority; Binding Nature of Agreement 25 3.4 Vote Required 26 3.5 Non-Contravention; Consents 26 3.6 Capitalization. 27 3.7 Financial Statements 28 3.8 Absence of Changes 29 3.9 Absence of Undisclosed Liabilities 29 3.10 Title to Assets 29 3.11 Real Property; Leasehold 29 3.12 Intellectual Property 30 3.13 Agreements, Contracts and Commitments 32 3.14 Compliance; Permits; Restrictions 34 3.15 Legal Proceedings; Orders 36 3.16 Tax Matters 36 3.17 Employee and Labor Matters; Benefit Plans. 37 3.18 Environmental Matters 40