LIST OF DEFINED TERMS. A— Acquisition Proposal 36 Affiliates 6 Agreement 1, 52 Agreement Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Laws 39 Assignee 48 —B— Balance Sheet Date 18 Bank 40 Benefit Plans 19 Book Entry Shares 11 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Date 9 Company 1 Company Board 1 Company Board Recommendation 1 Company Bylaws 15 Company Charter 15 Company Common Stock 1 Company Disclosure Documents 16 Company Disclosure Schedule 15 Company Equity Plans 14 Company Material Adverse Effect 15 Company Restricted Stock 14 Company RSUs 14 Company SEC Reports 17 Company Stock Option 14 Company Stockholder Approval 27 Company Stockholders 1 Company’s Knowledge 19 Confidentiality Agreement 34 Consideration Fund 11 Continuing Director 6 Continuing Employees 37 Contract 17 —D— Debt Financing Letter 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time 9 End Date 43 Environmental Laws 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration Date 3 —F— FDCA 26 Financing 30 Financing Sources 47 Fully Diluted Basis 2 —G— GAAP 17 Good Manufacturing Practices 26 XXX Xxx 00 —I— Indemnified Parties 38 Initial Expiration Date 3 Insured Parties 38 Intellectual Property 22 IRS 20 —K— Knowledge of the Company 19 Knowledge of the Parent 31 —L— Law 2 License-In Contracts 22 License-Out Contracts 22 Loan Agreement 40 —M— Material Contract 18 Maximum Premium 38 MDD 26 Medical Device 26 Merger 1 Merger Consideration 11 Minimum Condition 2 —N— Notice Period 36 —O— Offer 1 Offer Documents 4 Offer Price 1 Offer to Purchase 2 Offering 14 Option Amount 13 Order 22 —P— Parent 1 Parent Disclosure Schedule 28 Parent Material Adverse Effect 28 Parent’s Knowledge 31 Paying Agent 11 Permits 21 Person 12 Post-Closing SEC Reports 42 Prohibited Payment 21 Proxy Statement 10 Purchaser 1 —Q— Qualifying Transaction 45 —R— Real Property 24 Representatives 33 —S— Schedule 14D-9 5 Schedule TO 4 SEC 3 Section 409A 20 Securities Act 8 Securities Exchange Rule 3 Share Acceptance Time 2 Shares 1 Short Form Threshold 10 Special Meeting 10 Subsequent Offering Period 3 Subsidiary 16 Superior Proposal 36 Surviving Corpo 8 —T— Tax 24 Taxes 23, 24 Taxing Authorities 23 Tender and Voting Agreements 1 Termination Fee 45 Top-Up Option 7 Top-Up Option Shares 7 Transactions 1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2010 (t...
LIST OF DEFINED TERMS. Unless a clear contrary intention appears, the following terms will have the respective indicated meanings as used herein and in the other Operative Documents:
LIST OF DEFINED TERMS. Accountable Body The Accountable Body shall, subject to the statutory role of each constituent Council’s monitoring officer in relation to their Council, provide for the purposes of the City Deal Wider Investment Fund the services of its monitoring officer and employ any staff appointed by the CCR Regional Cabinet. Subject to the statutory role of each constituent Council’s s151 officer in relation to their Council, the Accountable Body shall provide for the purposes of the CCR Regional Cabinet services of its Chief Financial Officer as Treasurer to the CCR Regional Cabinet. The Accountable Body shall supply the Regional Office with such support services as may reasonably be required, these may include services such as financial, legal, audit and other professional and/or technical services; and administrative functions such as payroll, preparing statement of accounts, VAT returns and liaising with external audit etc. Additionality The extent to which something happens as a result of an intervention that would not have occurred in the absence of the intervention. Advisory/Consultative Body Identified bodies who work in support of the Regional Cabinet and are able to submit Candidate Schemes Affordability Affordability refers to both the absolute availability of funding to defray the costs of a project (i.e. is there a funding gap?) and the relative cost of the project in relation to other interventions that could otherwise be funded instead. A project can represent Value for Money, but not be affordable, and vice versa. Annual Business Plan The business plan to be agreed by the Regional Cabinet containing key objectives and delivery priorities and programme. Appraisal Criteria The principles and standards by which candidate schemes will be assessed and decided. Appraisal Framework A supporting structure underlying appraisal. Assessment Framework A supporting structure underlying assessment. Assessment Process A series of actions or steps taken in order to assess candidate schemes. Assurance Framework A set of systems, processes and protocols designed to provide an evidence- based and independent assessment of the governance, risk management, and control processes of an organisation. Balanced Objectives A series of objectives designed to ensure that the whole of the City Region (in terms of geography and people) benefits from growth. Business Case The justification of an activity (strategic, programme, project, operational) which typically contains costs, b...
LIST OF DEFINED TERMS. UNLESS A CLEAR CONTRARY INTENTION APPEARS, THE FOLLOWING TERMS SHALL HAVE THE RESPECTIVE INDICATED MEANINGS AS USED HEREIN AND IN THE OTHER OPERATIVE DOCUMENTS:
LIST OF DEFINED TERMS. Reference is made to Exhibit 6.13 for a listing and location of terms defined in this Agreement.
LIST OF DEFINED TERMS. Page No. --------
LIST OF DEFINED TERMS. Each of the following terms is defined in the Section identified below: Affiliated Person Section 3.13(a) Agreement Preamble Buyer Preamble Buyer Benefit Plan Section 6.8(a) Buyer Disclosure Letter Article IV Buyer Material Adverse Effect Section 4.3 Certificate of Merger Section 1.3 Certificates Section 2.3(b) Closing Section 1.2 Closing Date Section 1.2 Company Preamble Company Benefit Arrangements Section 3.18(d) Company Capital Stock Section 3.2(a) Company Common Stock Section 3.2(a) Company Disclosure Letter Article III Company Employees Section 6.8(a) Company Financial Statements Section 3.7(c) Company Material Contract Section 3.10(a) Company Permits Section 3.11(b) Company Preferred Stock Section 3.2(a) Company SEC Documents Section 3.7(a) Company Stock Option Plans Section 3.2(a) Company Stock Options Section 3.2(a) Company Stockholders Meeting Section 6.1(a) Confidentiality Agreement Section 5.1(b) Constituent Corporations Preamble Contract Section 3.10(a) DGCL Section 1.1 Dissenting Shares Section 2.9(a) Dissenting Stockholder Section 2.9(a) Drug Product Section 3.15(a) Effective Time Section 1.3 Exchange Act Section 6.1(b) Exchange Fund Section 2.3(a) Governmental Authority Section 3.6 Holders Section 2.3(a) HSR Act Section 3.6 Indemnified Parties Section 6.5(a) Intellectual Property Rights Section 3.14(a) Law Section 3.6 Merger Recitals Option Share Amount Section 2.2(c) 50 Paying Agent Section 2.3(a) Per Common Share Price Section 2.1(c) Per Senior Preferred Share Price Section 2.1(d) Per Series B Share Price Section 2.1(e) Pre-Closing Period Section 5.1(a) Proxy Statement Section 6.1(b) Required Company Vote Section 3.5(c) Restated Bylaws Section 3.4 Restated Certificate Section 3.4 Xxxxxxxx-Xxxxx Act Section 3.7(b) SEC Section 3.7(a) Sub Preamble Superior Proposal Section 5.2(e)(ii) Surviving Corporation Section 1.1 Takeover Proposal Section 5.2(e)(iii) Takeover Statute Section 3.21 Termination Fee Section 8.5 Third Party Section 5.2(e)(iv) Warrant Share Amount Section 2.2(d) Warrants Section 3.2(a) [The remainder of this page is intentionally left blank; signature page follows]
LIST OF DEFINED TERMS. A-- --F--
LIST OF DEFINED TERMS. Section Where Found Acquisition Sub.....................................................
LIST OF DEFINED TERMS. Agreement Recitals Applicable Laws Subsection 3.2(b) Colonial Recitals Colonial Conduit Defined in the Fiber Optic Access and Purchase Agreement Colonial Construction Standards Subsection 3.2(c) Colonial Engineering Notice Subsection 3.1(c) Colonial Indemnified Parties Section 11.1 Colonial Parties Subsection 10.1(f) Colonial Pipeline Recitals Colonial Rights-of-Way Recitals Colonial System Recitals Colonial System Map Recitals Conduit(s) Section 1.5 Construction Management Work Subsection 3.1(b) Currently Perfected Segments Subsection 2.3(b) Default Rate Section 17.12 Designation Notice Subsection 1.2(a) Event of Default Section 12.1 Fiber Optic Access and Purchase Agreement Subsection 1.1(a) Governmental Authorities Subsection 2.3(a) Impositions Subsection 9.1(l) Initial Term Section 1.3 Insurance Requirements Subsection 3.2(e) Landowners Subsection 2.3(a) Leasehold Interest Subsection 1.1(a) Material Taking Section 8.1
