Preamble Company Sample Clauses

Preamble Company. Preamble 13 20
Preamble Company. Preamble Company By-laws..............................................Section 3.01(a) Company Certificate..........................................Section 3.01(a) Company Common Stock.........................................
Preamble Company. Preamble Company 10-K............................................. Section 3.06

Related to Preamble Company

  • PREAMBLE The parties agree that this article constitutes the method and procedure for a final and conclusive settlement of any dispute (hereinafter referred to as "the grievance") respecting the interpretation, application, operation or alleged violation of this Collective Agreement, including a question as to whether a matter is arbitrable.

  • Buyer Preamble Buyer Balance Sheet Section 4.3(b) Buyer Disclosure Schedule Article IV Buyer Employee Plan Section 6.11 Buyer Material Adverse Effect Section 4.1 Certificate Section 2.2(b) Certificate of Merger Section 1.1 Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(f) Company Preamble Company Balance Sheet Section 3.5(b) Company Board Section 3.4(a) Company Common Stock Section 2.1(b) Company Disclosure Schedule Article III Company Employee Plans Section 3.14(a) Company ESPP Section 2.3(c) Company Intellectual Property Section 3.10(a) Company Leases Section 3.9(c) Company Material Adverse Effect Section 3.1 Company Material Contracts Section 3.11(a) Company Meeting Section 3.4(d) Company Permits Section 3.16 Company Preferred Stock Section 3.2(a) Company Registered Intellectual Property Section 3.10(g) Company SEC Reports Section 3.5(a) Company Software Section 3.10(g) Company Stock Options Section 2.3(a) Company Stock Plans Section 2.3(a) Company Stockholder Approval Section 3.4(a) Company Voting Proposal Section 3.4(a) Company’s Knowledge Section 9.13 Confidentiality Agreement Section 5.2 Terms Reference in Agreement Continuing Employees Section 6.11 Dissenting Shares Section 2.4(a) DGCL Preamble Effective Time Section 1.1 Employee Benefit Plan Section 3.14(a) Employment Agreement Section 3.17(b) Environmental Law Section 3.13(b) ERISA Section 3.14(a) ERISA Affiliate Section 3.14(a) Exchange Act Section 3.4(c) Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) Foreign Benefit Plan Section 3.14(l) GAAP Section 3.5(b) Governmental Entity Section 3.4(c) Governmental Regulations Section 3.9(b) Hazardous Substance Section 3.13(c) HSR Act Section 3.4(c) Indemnified Parties Section 6.8(a) Intellectual Property Section 3.10(f) IRS Section 3.8(b) Liens Section 3.4(b) Maximum Premium Section 6.8(c) Merger Preamble Merger Consideration Section 2.1(c) Option Consideration Section 2.3(a) Ordinary Course of Business Section 3.2(e) Outside Date Section 8.1(b) Pre-Closing Period Section 5.1 Proxy Statement Section 3.5(d) Real Estate Section 3.9(a) Required Company Stockholder Vote Section 3.4(d) Representatives Section 6.1(a) SEC Section 3.4(c) Section 409A Section 3.14(k) Securities Act Section 3.2(c) Software Section 3.10(g) SOX Section 3.5(a) Specified Time Section 6.1(a) Subsidiary Section 3.3(a) Superior Proposal Section 6.1(f) Surviving Corporation Section 1.3 Tax Returns Section 3.8(a) Terms Reference in Agreement Taxes Section 3.8(a) Termination Fee Section 8.3(c) Transitory Subsidiary Preamble AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 1, 2006, by and among Dassault Systemes Corp., a Delaware corporation (the ”Buyer”), DS Newco Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and MatrixOne, Inc., a Delaware corporation (the ”Company”).

  • Agreement Preamble Aggregate Consideration Section 1.6(c) Aggregate Consideration Per Share Section 1.6(c) beneficial owner Section 8.4(b) Book-Entry Shares Section 1.10(b) business day Section 8.4(c) Canadian Company Sale Section 6.2(d) Canadian Plan Section 2.12(a) Cash Designated Shares Section 1.9(e)(ii)(B) Cash Election Shares Section 1.9(b) Certificate of Merger Section 1.2 Certificates Section 1.10(b) Change in the Company Recommendation Section 5.3(b) Closing Section 1.2 Closing Date Section 1.2 Code Recitals Company Preamble Company 401(k) Plan Section 2.12(a) Company Benefit Plans Section 2.12(f) Company Board of Directors Section 2.4(d) Company Common Stock Recitals Company Employees Section 2.18 Company Employee Benefit Plans Section 2.12(c) Company ERISA affiliate Section 2.12(a) Company Financial Advisors Section 2.4(d) Company Material Adverse Effect Section 2.1 Company Material Contracts Section 2.21(a) Company Material Subsidiaries Section 2.1 Company Pension Plan Section 2.12(a) Company Permits Section 2.6(c) Company Preferred Stock Section 2.3 Company Recommendation Section 5.1(e) Company Reserve Reports Section 2.14(c) Company Rights Plan Section 2.3 Company Schedule Article III Company SEC Reports Section 2.7(a) Company Stockholder Approval Section 5.1(e) Company Termination Fee Section 7.3(a) Confidentiality Agreement Section 5.2(b) control Section 8.4(d) Defined Term Section or Exhibit controlled by Section 8.4(d) Debt Financing Section 5.10(a) Deemed Shares Outstanding Section 1.6(c) Delaware Law Recitals Dissenting Share Section 1.8(a) Effective Time Section 1.2 Election Deadline Section 1.9(b) Election Form Section 1.9(a) Election Form Record Date Section 1.9(a) Employment Agreement Section 4.1(f) Environmental Laws Section 2.17(a) ERISA Section 2.12(a) Exchange Act Section 2.5(b) Exchange Agent Section 1.10(a) Exchange Fund Section 1.10(a) Exchange Ratio Section 1.6(c) Expenses Section 7.3(d) Final Parent Stock Price Section 1.6(c) Funds Section 5.10(a) GAAP Section 2.1 good and defensible title Section 2.14(e) governmental authority Section 8.4(e) Hazardous Substance Section 2.17(a) HSR Act Section 2.5(b) Hydrocarbons Section 2.14(b) Indemnified Parties Section 5.4(b) Intellectual Property Section 2.20 IRS Section 2.12(a) Letter Section 3.23 Mailing Date Section 1.9(a) Merger Recitals Merger Consideration Section 1.6(a) Merger Sub Preamble NCOC 401(k) Section 2.12(a) NCOC MP Plan Section 2.12(a) Non-Election Shares Section 1.9(b) Notice of Intended Change in the Company Recommendation Section 5.3(b) Oil and Gas Properties Section 2.14(b) Option Section 1.7(a) Outside Date Section 7.1(b)(i) Parent Preamble Parent 401(k) Plan Section 3.12(a) Parent Benefit Plans Section 3.12(f) Parent Board of Directors Section 3.4(d) Parent Common Stock Section 3.3 Defined Term Section or Exhibit Parent Employee Benefit Plans Section 3.12(c) Parent Employees Section 3.18 Parent ERISA affiliate Section 3.12(a) Parent Financial Advisor Section 3.4(d) Parent Material Adverse Effect Section 3.1 Parent Material Subsidiaries Section 3.1 Parent Parties Preamble Parent Permits Section 3.6(c) Parent Preferred Stock Section 3.3 Parent Reserve Reports Section 3.14(c) Parent Schedule Article III Parent SEC Reports Section 3.7(a) Parent Stockholder Approval Section 5.1(f) Parent Stockholders Meeting Section 5.1(f) Per Share Cash Consideration Section 1.6(c) PBGC Section 2.12(h) Per Share Stock Consideration Section 1.6(c) person Section 8.4(f) Proxy Statement/Prospectus Section 2.13 reasonable best efforts Section 8.4(g) Registration Statement Section 2.13 Restricted Shares Section 1.7(b) Returns Section 2.16(a) Rights Section 2.3 Rule 145 Section 5.14(a) Sarbanes-Oxley Act Section 2.8(a) SEC Section 1.10(a) Securities Act Section 2.5(b)

  • PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.

  • Preamble and Definitions 1.1 The preamble to this agreement constitutes an integral part hereof.

  • INTRODUCTORY STATEMENT Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. JPMorgan Chase Bank, National Association (together with its successors-in-interest, “JPMCB”), Natixis Real Estate Capital LLC (together with its successors-in-interest, “Natixis”), Deutsche Bank AG, New York Branch (together with its successors-in-interest, “Deutsche Bank”), Barclays Bank PLC (together with its successors-in-interest, “Barclays”) and Société Générale (together with its successors-in-interest, “SG”) co-originated a ten (10)-year fixed rate, interest-only mortgage loan (the “Mortgage Loan”) pursuant to that certain Loan Agreement, dated as of May 5, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Mortgage Loan Agreement”), by and among 245 Park Avenue Property LLC (the “Borrower”), as borrower, and JPMCB, Natixis, Deutsche Bank, Barclays and SG, as lender. The Mortgage Loan consists of (a) a loan that has an unpaid principal balance as of the Closing Date of $500,000,000 (the “Trust Loan”) and is evidenced by the promissory notes designated as A-1-A, A-1-B, A-1-C, A-1-D, A-1-E, B-1, B-2, B-3, B-4 and B-5 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Trust Notes”), and (b) loans that have an aggregate unpaid principal balance as of the Closing Date of $700,000,000 (the “Companion Loans”) and are evidenced by the promissory notes designated as A-2-A-1, A-2-A-2, A-2-A-3, A-2-A-4, A-2-B-1, A-2-B-2, A-2-B-3, A-2-C-1, A-2-C-2, A-2-D-1, A-2-D-2, A-2-D-3, A-2-E-1 and A-2-E-2 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Companion Loan Notes”). The Trust Notes and the Companion Loan Notes are collectively referred to herein as the “Notes”. The Trust Loan was sold and assigned by JPMCB, Natixis, German American Capital Corporation, Barclays and SG (in such capacity, the “Trust Loan Sellers”) to the Depositor pursuant to a trust loan purchase and sale agreement, dated as of May 30, 2017 (the “Trust Loan Purchase Agreement”), by and among the Trust Loan Sellers and the Depositor. The Companion Loans are not part of the Trust Fund. The relative rights of the respective lenders in respect of the Mortgage Loan are set forth in a co-lender agreement dated as of May 30, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Co-Lender Agreement”), among the holders of the Trust Notes and the holders of the Companion Loan Notes. From and after the Closing Date, the entire Mortgage Loan is to be serviced and administered in accordance with this Agreement. As provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC” and, each, a “Trust REMIC”). The Regular Certificates will represent the “regular interests” in the Upper-Tier REMIC, as further described herein. Each Class of Uncertificated Lower-Tier Interests will represent a single class of “regular interests” in the Lower-Tier REMIC as further described herein. The Class R Certificates will evidence the sole Class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. In exchange for the Trust Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class HRR and Class R Certificates (collectively, the “Certificates”), which Certificates in the aggregate will evidence the entire ownership interest in the Trust. The Trust Fund consists principally of the Trust Loan, the Mortgage Loan Documents (exclusive of the rights of the Companion Loan Holders thereunder) and all payments under, and proceeds of, the Trust Loan from and after the Cut-off Date. The Depositor intends to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities laws. UPPER-TIER REMIC As further described in Section 2.11, the Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E and Class HRR Certificates will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class R Certificates. The following table sets forth the class designation, the Pass-Through Rate and the aggregate initial Certificate Balance (the “Original Certificate Balance”) or Notional Amount (“Original Notional Amount”), as applicable, for each Class of Certificates and the Class UT-R Interest comprising the interests in the Upper-Tier REMIC created hereunder: Class Designation Pass-Through Rate (per annum) Original Certificate Balance or Notional Amount Class A 3.5080%(1) $260,000,000 Class X-A Variable IO(2) $260,000,000 (3) Class X-B Variable IO(2) $39,000,000 (3) Class B 3.7793%(4) $39,000,000 Class C 3.7793%(4) $31,000,000 Class D 3.7793%(4) $50,000,000 Class E 3.7793%(4) $90,000,000 Class HRR 3.7793%(4) $30,000,000 Class UT-R None(5) None(5)

  • PRELIMINARY STATEMENTS A. The Borrower, the Guarantors, the Lenders and the Administrative Agent entered into a certain Amended and Restated Credit Agreement dated as of June 21, 2010, as amended (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

  • Recitals Incorporated The Recitals set forth at the beginning of this Site Lease are hereby incorporated into its terms and provisions by this reference.

  • RECITALS 1. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein) of the Company.

  • Defined Term Section 1940 Act 15(a) Act 1 Advisers Act 15(a) Affiliate 14(c) Agreement Preamble CEAct 8(e) Certificate of Limited Partnership 1 CFTC 3 Charter Series Partnership(s) 10(b) Code 7(c)(4) Commodity Broker 6 Customer Agreement 8(b) Determination Date 7(b) Exchange Agreement and Power of Attorney 10(c) Exchange Date 10(c) Futures Interests 3 General Partner Preamble Initial Closing 6 Initial Offering 6 Limited Partners Preamble Management Agreement 8(b) NASAA Guidelines 5 Net Asset Value 7(d)(2) Net Assets 7(d)(1) NFA 6 Non-Series Exchange 10(b) Partners Preamble Partnership 1 Prospectus 6 Pyramiding 8(c)(5) Redemption 10(b) Redemption Date 10(b) Request for Redemption 10(b) SEC 5 Selling Agent 6 Series Exchange 10(c) Special Redemption Date 9 Trading Advisor 6 Trading Profits 7(e) Transaction Fees and Costs 7(e) Unit(s) of General Partnership Interest 6 Unit(s) 6