Required Terms The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:
Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:
Defined Terms As used in this Agreement, the following terms have the meanings specified below:
INDEX OF DEFINED TERMS Each of the following terms is defined on the page of this Agreement set forth opposite such term: Term Page Affiliate 1 Agreement 1 Amount 1 Beneficially Own 1 Board 2 Broad Distribution 2 Business Day 2 Bye-law Amendment 13 Bye-laws 2 Change of Control 2 Closing 3 Closing Date 3 Commission 3 Common Shares 3 Company 1 Company Securities 3 Confidentiality Agreement 28 Demand 16 Demand Registration 16 Exchange Act 3 FINRA 24 Group 3 Independent Director 3 Initial Primary Shares 3 Inspectors 21 Investor 1 Losses 25 NYSE 3 Offer Documents 3 Other Demanding Sellers 18 Other Proposed Sellers 18 Own 4 Permitted Transferee 4 Person 4 Piggyback Notice 18 Piggyback Registrable Amount 4 Piggyback Registration 18 Piggyback Seller 18 Piggyback Shareholder 4 Public Offering 4 Records 22 Registrable Amount 4 Registrable Securities 4 Registration Expenses 24 Requested Information 27 Requesting Shareholder 16 Schedule 14D-9 5 Securities Act 4 Selling Holders 20 Shareholder Directors 5 Shareholder Nominee Notice 13 Shareholder Nominees 5 Shareholders 5 Standstill Period 5 Tender Offer 10 Third Party Offer 5 Transaction Agreement 1 Transfer 5 Underwritten Offering 5 Voting Power of the Company 5
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.
Undefined Terms Terms that may appear in this Agreement which are not defined. Parties acknowledge and agree that any such terms shall be construed in accordance with customary usage in the telecommunications industry as of the effective date of this Agreement.
Other Definitional Terms The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule, Exhibit and like references are to this Agreement unless otherwise specified.
Glossary of Defined Terms Defined Terms Defined in Section Acquisition Proposal Section 5.02(f) Affiliate Section 8.10(a) Agreement Opening Paragraph Alternative Transaction Section 7.03(b) Associate Section 8.10(a) Beneficial Ownership Section 8.10(b) Bonus Plans Section 5.07(e) Business Day Section 8.10(c) Certificates Section 2.02(b) Closing Section 1.02 Code Section 1.08 Company Opening Paragraph Company 401(k) Plan Section 5.07(d) Company Acquisition Agreement Section 7.03(b)(i) Company Employees Section 5.07(b) Company Financial Advisor Section 3.08 Company IP Section 3.14(a)(ii) Company SEC Reports Section 3.05(a) Company Securities Section 3.02(a) Confidentiality Agreement Section 3.03(b) Copyrights Section 3.14(a)(i) Corporation Law Recitals Disclosure Letter Article III Dissenting Shares Section 2.01 DOJ Section 5.05(b) Effective Time Section 1.02 Environmental Laws Section 3.13(d)(i) Environmental Liabilities Section 3.13(d)(ii) Environmental Permits Section 3.13(c) ERISA Section 3.09(a) ERISA Affiliate Section 3.09(c) Exchange Act Section 3.04 Existing Performance Shares Section 2.04(b) Existing Restricted Shares Section 2.04(b) Existing SARs Section 2.04(a) Existing Stock Options Section 2.04(a) Fee Section 7.03(b) Foreign Antitrust Laws Section 3.04 Foreign Plans Section 3.09(a) FTC Section 5.05(b) Governmental Entity Section 3.04 iv Hazardous Materials Section 3.13(d)(iii) HSR Act Section 3.04 Intellectual Property Section 3.14(a)(i) Knowledge Section 8.10(f) Laws Section 3.12 Licensed Company IP Section 3.14(a)(iv) Material Adverse Effect Section 8.10(g) Merger Consideration Section 1.06 Material Contract Section 3.16 Merger Section 1.01 Merger Sub Opening Paragraph Owned Company IP Section 3.14(a)(iii) Owned Real Property Section 3.15(a) Parent Opening Paragraph Patents Section 3.14(a)(i) Paying Agent Section 2.02(a) Payment Fund Section 2.02(a) PBGC Section 3.09(c) Permits Section 3.12 Person Section 8.10(h) Plans Section 3.09(a) Potential Acquiror Section 5.02(b) Preferred Stock Section 3.02(a) Preliminary Proxy Statement Section 5.09 Proxy Statement Section 3.07 Real Property Leases Section 3.15(b) Release Section 3.13(d)(iv) Rights Agreement Section 3.22 Sxxxxxxx-Xxxxx Act Section 3.05(a) SEC Section 3.05(a) Securities Act Section 3.05(a) Share Section 1.06 Software Section 3.14(a)(i) Special Meeting Section 5.04 Stock Option Plans Section 2.04(a) Subsidiary Section 8.10(i) Subsidiary Securities Section 3.02(b) Superior Proposal Section 5.02(f) Surviving Corporation Section 1.01 Trade Secrets Section 3.14(a)(i) Trademarks Section 3.14(a)(i) Takeover Laws Section 3.03(b) Tax Section 3.11(l) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 11, 2005, among 3M Company, a Delaware corporation (“Parent”), Carrera Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and CUNO Incorporated, a Delaware corporation (the “Company”).
Extended Terms The Term of this Agreement may be extended by the Manager if the Resident applies in writing for an “Extension” in accordance with the Managers published policies about Term Extensions. Extensions are subject to availability. Priority will be given to Residents travelling from great distances, who demonstrate a special need, or who are enrolled in orientation or academic programs that begin early or continue beyond the Residence Term. Extensions may also be granted for any ‘Early Move-In’, ‘Late Move-Out’ or ‘Summer Residence’ programs offered by the Manager. Residents granted Extensions are subject to the fees detailed in Table 3. Any Resident found occupying a Room outside of the Term without approval from the Manager are subject to additional fees over and above those detailed in Table 3. TABLE 3: Extended Terms Start (“Move-In Day”) End (“Move-Out Day”) Fees Summer Term 2020 N/A N/A N/A Academic Year 2020-2021 August 30, 31, September 1, 2, 3, 4, 2020 N/A $35.00/day Winter Term 2021 N/A N/A N/A * Customized By Manager
Amended Terms On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
