Defined Terms As used in this Agreement, the following terms have the meanings specified below:
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.
Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:
UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.
TABLE OF DEFINED TERMS (Continued) Term Cross-Reference in Agreement Page Governmental Entity Section 3.6 18 GUST Section 3.11(i) 23 Hazardous Substances Section 3.12(b) 25 HSR Act Section 3.6 18 incentive stock options Section 2.11(a) 14 include or including Section 8.8(e) 61 Indemnified Liabilities Section 5.9(a) 51 Indemnified Persons Section 5.9(a) 51 Information Statement Section 1.3(a) 6 Initial Expiration Date Section 1.1(b) 3 Insured Parties Section 5.9(c) 52 Intellectual Property Section 3.14(a) 27 IRS Section 3.11(a) 21 ISOs Section 2.11(a) 14 knowledge or known Section 8.8(d) 61 Lien Section 8.8(f) 61 M&P Plan Section 3.11(i) 23 Marks Section 3.14(a) 27 Material Adverse Effect on Parent Section 4.1(b) 34 Material Adverse Effect on the Company Section 3.1(b) 15 Material Contract(s) Section 3.15(a) 30 Merger Consideration Section 2.8(a) 10 Merger Preamble 1 Minimum Condition Section 1.1(b) 2 Multiemployer Plan Section 3.11(f) 23 Multiple Employer Plan Section 3.11(f) 23 Notice of Superior Proposal Section 5.4(d) 48 NYSE Section 1.1(d) 4 Offer Consideration Preamble 1 Offer Documents Section 1.1(f) 4 Offer Preamble 1 Other Interests Section 3.1(c) 16 Parent 368 Opinion Annex A 1 Parent Board Section 3.3(a) 36 Parent Common Stock Preamble 1 Parent Disclosure Letter Article 4 34 Parent Financial Statements Section 4.4 37 Parent Permits Section 4.10 39 Parent Preamble 1 Parent Right Section 4.2(a) 35 Parent SEC Reports Section 4.4 36 Parent Securities Section 4.2(a) 35 Parent Senior Convertible Notes Section 4.2(a) 35 Patents Section 3.14(a) 27 Permitted Liens Section 3.16(a) 32 person Section 8.8(g) 62 Prospectus Section 1.1(f) 4 S-4 Section 1.1(f) 4 Table of Defined Terms (Continued) Term Cross-Reference in Agreement Page Schedule 14D-9 Section 1.2(b) 5 Schedule TO Section 1.1(f) 4 SEC Section 1.1(b) 3 Securities Act Section 1.1(f) 4 Shares Preamble 1 Subsidiary Section 3.1(a) 15 Superior Proposal Section 5.4(a) 47 Surviving Company Section 2.1 9 Tax or Taxes Section 3.13(a)(i) 25 Tax Return Section 3.13(a)(ii) 25 Termination Fee Section 7.3(a) 58 Third Party Acquisition Section 5.4(a) 46 Third Party Section 5.4(a) 46 Top-Up Closing Section 1.4(c) 8 Top-Up Exercise Event Section 1.4(b) 7 Top-Up Exercise Notice Section 1.4(c) 8 Top-Up Notice Date Section 1.4(c) 8 Top-Up Option Section 1.4(a) 7 Top-Up Option Shares Section 1.4(a) 7 Top-Up Termination Date Section 1.4(b) 8 Trade Secrets Section 3.14(a) 27 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of October 22, 2003, is by and among Brass Eagle Inc., a Delaware corporation (the “Company”), K2 Inc., a Delaware corporation (“Parent”), and Xxxx Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Acquisition”).
Additional Defined Terms As used herein, the following defined terms shall have the following meanings with respect to the Notes only:
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
Recitals; Defined Terms The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
Incorporation of defined terms (a) Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement.
Use of Defined Terms Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in each other Loan Document and the Disclosure Schedule.
