TABLE OF VALUES Sample Clauses

TABLE OF VALUES. The amounts shown in this Table are not guaranteed. These amounts would accrue if the Base Investment Return were realized. The actual amounts may be more or less than the amounts shown here. See Sections 6 and 8. INSURED: XXXX XXXXX AGE AND SEX: 35 MALE POLICY NUMBER: SPECIMEN FACE AMOUNT: $25,000 PLAN: 30 PAYMENT VARIABLE LIFE END OF CASH PAID UP EXTENDED TERM INSURANCE POLICY VALUE INSURANCE YEARS DAYS YEAR 1 216.46 $ 774 3 94 2 568.89 1,969 7 130 3 932.41 3,124 10 157 4 1,306.40 4,237 12 280 5 1,711.38 5,376 14 260 6 2,127.32 6,473 16 94 7 2,554.23 7,531 17 181 8 2,992.41 8,551 18 182 9 3,441.98 9,536 19 114 10 3,903.13 10,486 19 358 11 4,375.88 11,404 20 189 12 4,860.13 12,291 20 349 13 5,355.86 13,149 21 110 14 5,862.95 13,978 21 210 15 6,381.37 14,780 21 291 16 6,911.04 15,557 21 358 17 7,451.98 16,311 22 51 18 8,004.56 17,043 22 105 19 8,568.94 17,755 22 155 20 9,145.46 18,450 22 203 25 AGE 60 12,223.72 21,736 23 152 30 AGE 65 15,709.42 POLICY FULLY PAID-UP 35 AGE 70 17,309.10 New England Variable Life Insurance Company Xxxxxx X. Xxxx /s/ Secretary

TABLE OF VALUES. This table shows cash values and other values as of the end of the policy years shown with respect to the insurance for the Insured named on Page 2. No cash value or other value is provided by this policy before the end of a policy year for which a cash value is first shown. The values in this table assume there is no policy debt and that premiums have been paid to the end of the policy year. Values during a policy year will reflect the portion of the year for which the premium has been paid. Values not shown in the table below will be furnished on request. End Of Policy Cash Extended Term Insurance Year Value Years Days 1 $0.00 0 0 2 $100.00 2 55 3 $280.00 4 357 4 $460.00 7 31 5 $640.00 8 224 6 $830.00 9 306 7 $1020.00 10 292 8 $1210.00 11 208 9 $1410.00 12 89 10 $1620.00 12 295 11 $1820.00 13 57 12 $2030.00 13 167 13 $2240.00 13 244 14 $2450.00 13 291 15 $2660.00 13 309 16 $2870.00 13 302 17 $3090.00 13 287 18 $3300.00 13 235 19 $3520.00 13 182 20 $3750.00 13 126 BASIS OF COMPUTATION Cash values are based on the sex of the Insured (age at last birthday) 2001 Commissioners Standard Ordinary mortality tables at 4.5% interest. SETTLEMENT OPTION PROVISION. While the Insured is living, you may choose the settlement option under which to apply any amount becoming payable because of the surrender of the policy. While the Insured is living you may choose the settlement option under which the beneficiary will receive any amount payable by reason of the death of the Insured. If no settlement option has been chosen when an amount is payable because of the death of the Insured, the beneficiary may choose a settlement option. *Option 1. We will pay the amount payable in one sum to the beneficiary.

TABLE OF VALUES. Minimum Fixed Interest Account Balance Age 45 -- Life Annuity - 10 Years Certain (For a Contract without any partial withdrawals or transfers to the Separate Account) Basis: $1,000 annual deposit allocated to the Fixed Interest Account deposit at the beginning of each year Values are not proportional for other deposits --- ---------------------------------------------------------------------------------------------------------------------- TABLE A TABLE B ---------------------------------------------------------------------------------------------------------------------- End MINIMUM GUARANTEED AGE GUARANTEED MINIMUM MONTHLY INCOME Contract FIXED INTESEST MINIMUM WHEN PER $1,000 OF ACCOUNT BALANCE APPLIED Year ACCOUNT FIXED INTEREST APPLIED BALANCE ACCOUNT BALANCE MALE FEMALE UNISEX ---------------------------------------------------------------------------------------------------------------------- 1 $1,010.75 $1,000.00 59 $4.16 $3.84 $3.96 2 $2,051.07 $2,000.00 60 $4.24 $3.90 $4.02 3 $3,122.61 $3,000.00 61 $4.31 $3.96 $4.09 4 $4,226.28 $4,023.19 62 $4.40 $4.02 $4.16 5 $5,363.07 $5,129.16 63 $4.48 $4.09 $4.24 6 $6,533.97 $6,277.04 64 $4.57 $4.16 $4.32 7 $7,739.98 $7,467.72 65 $4.67 $4.24 $4.40 8 $8,982.18 $8,702.18 66 $4.77 $4.31 $4.49 9 $10,261.65 $9,981.65 67 $4.88 $4.40 $4.59 10 $11,579.50 $11,299.50 68 $4.99 $4.48 $4.69 11 $12,936.88 $12,656.88 69 $5.11 $4.57 $4.79 12 $14,334.99 $14,054.99 70 $5.23 $4.77 $4.90 13 $15,775.04 $15,495.04 71 $5.36 $4.88 $5.02 14 $17,258.29 $16,978.29 72 $5.49 $4.99 $5.14 15 $18,786.04 $18,506.04 73 $5.63 $5.11 $5.27 16 $20,359.62 $20,079.62 74 $5.78 $5.23 $5.40 17 $21,980.41 $21,700.41 75 $5.93 $5.36 $5.55 18 $23,649.82 $23,369.82 19 $25,369.32 $25,089.32 20 $27,140.40 $26,860.40 AGE 60 $18,786.04 $18,506.04 AGE 65 $27,140.40 $26,860.40 AGE 70 $36,825.38 $36,545.38 ---------------------------------------------------------------------------------------------------------------------- The interest rate used to determine the values shown above is the 3% guaranteed minimum rate applicable to the Fixed Interest Account. Values during the year will include interest for the completed part of the year. The guaranteed Fixed Interest Account withdrawal values shown above equal the comparable minimum account balances minus a withdrawal charge. The withdrawal charge does not exceed 7% and does not apply to any deposit after seven years from our receipt of the deposit. A $20 administrative fee is charged and deducted from the account b...

TABLE OF VALUES. Minimum Fixed Interest Account Balance (For a Contract without any partial withdrawals) Basis: $1,000 annual deposit allocated to the Fixed Interest Account at the beginning of each year Values are not proportional for other deposits. --- -------------------------------------------------------------------------------- TABLE A TABLE B ---------------------------------------------------------------------- End of Minimum Guaranteed Guaranteed Minimum Monthly Contract Account Minimum Account Year Balance Withdrawal Value Male Female Unisex -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The guaranteed minimum interest rate used to determine the values shown above is 3%. Values during the year will include interest for the completed part of the year. The guaranteed account withdrawal values shown above equal the comparable minimum account balances minus a withdrawal charge (but are never less than the total deposits made). The withdrawal charge does not exceed 7% and does not apply to any deposit after seven years from our receipt of the deposit. A $20 administrative fee has been deducted from the values in Table A as of the end of each contract year. Contract values will never be less than the minimum benefits required by the law of the state where this contract is delivered. We have told the chief insurance regulator of the state where we delivered this contract how we computed these values. On request we will provide the method of computation and values for years not shown. The guaranteed monthly income at age 70 is the minimum amount we would pay over your lifetime with a guaranteed payment period of 10 years, if you make no deposits after the year shown and you begin payments at age 70. This and other income plans that you may choose are described in item 12. To compute minimum payments we use an interest rate of 3% and the 1983 Individual Mortality Table a (Metropolitan Adjusted). Unisex rates apply only where required by state law. P07A12

TABLE OF VALUES. AGE 35 (For a Contract without any partial withdrawals) Basis: $1,000 Annual Deposit at the beginning of Each Year Values are not proportional for other depositS -------------------------------------------------------------------------------------------------------- TABLE A TABLE B -------------------------------------------------------------------------------------------- End of Minimum Guaranteed Guaranteed Minimum MonthlY Contract Account Minimum Account Income at Age 70 Year Balance Withdrawal value Defined Benefit Defined Contribution Male Female unisex -------------------------------------------------------------------------------------------------------- 1 $ 1,010,00 $ 1,000.00 $ 8.39 $ 7.65 $ 7.86 2 $ 2,050.30 $ 2,000.00 $ 22.68 $ 20.69 $ 21.25 3 $ 3,121.81 $ 3,000.00 $ 36.55 $ 33.34 $ 34.25 4 $ 4,225.46 $ 4,022.37 $ 50.02 $ 45.62 $ 46.86 5 $ 5,362.23 $ 5,128.32 $ 63.09 $ 57.55 $ 59.11 6 $ 6,533.09 $ 6,276.16 $ 75.79 $ 69.12 $ 71.01 7 $ 7,739.09 $ 7,466.83 $ 88.11 $ 80.36 $ 82.55 8 $ 8,981.26 $ 8,701.26 $100.08 $ 91.28 $ 93.77 9 $10,260.70 $ 9,980.70 $111.70 $101.87 $104.65 10 $11,578.52 $11,298.52 $122.98 $112.16 $115.22 11 $12,935.87 $12,655.87 $133.93 $122.15 $125.48 12 $14,333.95 $14,053.95 $144.56 $131.84 $135.44 13 $15,773.97 $15,493.97 $154.88 $141.26 $145.11 14 $17,257.19 $16,977.19 $164.90 $150.40 $154.50 15 $18,784.90 $18,504.90 $174.63 $159.27 $163.61 16 $20,358.45 $20,078.45 $184.08 $167.89 $172.46 17 $21,979.20 $21,699.20 $193.25 $176.25 $181.05 18 $23,648.58 $23,368.58 $202.15 $184.37 $189.40 19 $25,368.04 $25,088.04 $210.80 $192.26 $197.50 20 $27,139.08 $26,859.08 $219.19 $199.91 $205.36 Age 60 $36,823.86 $36,543.86 $257.62 $234.96 $241.37 Age 65 $48,051.17 $47,771.17 $290.78 $265.20 $272.43 Age 70 $61,066.70 $60,786.70 $319.38 $291.29 $299.23 -------------------------------------------------------------------------------------------------------- The guaranteed minimum interest rate used to determine the values shown above is 3%. Values during the year will include interest for the completed part of the year. The guaranteed account withdrawal values shown above equal the comparable minimum account balances minus a withdrawal charge (but are never less than the total deposits made). The withdrawal charge does not exceed 7% and does not apply to any deposit after seven years from our receipt of the deposit. A $20 administrative fee is charged and deducted from the account balance at the end of each Contract Year. Contract values will n...

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TABLE OF EXHIBITS Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 Certificate Exhibit A-3 Form of Class A-3 Certificate Exhibit A-4 Form of Class A-4 Certificate Exhibit A-5 Form of Class A-AB Certificate Exhibit A-6 Form of Class X-A Certificate Exhibit A-7 Form of Class X-B Certificate Exhibit A-8 Form of Class A-S Certificate Exhibit A-9 Form of Class B Certificate Exhibit A-10 Form of Class EC Certificate Exhibit A-11 Form of Class C Certificate Exhibit A-12 Form of Class D Certificate Exhibit A-13 Form of Class X-D Certificate Exhibit A-14 Form of Class E Certificate Exhibit A-15 Form of Class F Certificate Exhibit A-16 Form of Class G Certificate Exhibit A-17 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Request for Release Exhibit D Form of Distribution Date Statement Exhibit E Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate Exhibit F Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period Exhibit H Form of Certification to be given by Certificate Owner of Temporary Regulation S Global Certificate Exhibit I Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate Exhibit J Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate Exhibit K Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate Exhibit L-1 Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended Exhibit L-2 Form of Transferor Letter Exhibit L-3 Form of Transferee Letter Exhibit L-4 Form of Investment Representation Letter Exhibit M-1A Form of Investor Certification for Obtaining Information and Notices (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit M-1B Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit M-1C Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit M-1D Form of Investor Certification for Borrower Party (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit M-1E Form of Notice of Excluded Controlling Class Holder Exhibit M-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit M-1G Form of Certification of the Controlling Class Representative Exhibit M-2A Form of Investor Certification for Exercising Voting Rights for Non-Borrower Party Exhibit M-2B Form of Investor Certification for Exercising Voting Rights for Borrower Party Exhibit M-3 Form of Online Vendor Certification Exhibit M-4 Form of Confidentiality Agreement Exhibit M-5 Form of NRSRO Certification Exhibit N Custodian Certification Exhibit O Servicing Criteria to be Addressed in Assessment of Compliance Exhibit P Supplemental Servicer Schedule Exhibit Q [Reserved] Exhibit R Form of Operating Advisor Annual Report Exhibit S Sub-Servicing Agreements Exhibit T Form of Recommendation of Special Servicer Termination Exhibit U Additional Form 10-D Disclosure Exhibit V Additional Form 10-K Disclosure Exhibit W-1 Form of Additional Disclosure Notification Exhibit W-2 Form of Additional Disclosure Notification (Accounts) Exhibit W-3 Form of Notice of Additional Indebtedness Notification Exhibit X Form Certification to be Provided with Form 10-K Exhibit Y-1 Form of Certification to be Provided to Depositor by the Certificate Administrator Exhibit Y-2 Form of Certification to be Provided to Depositor by the Master Servicer Exhibit Y-3 Form of Certification to be Provided to Depositor by the Special Servicer Exhibit Y-4 Form of Certification to be Provided to Depositor by the Operating Advisor Exhibit Y-5 Form of Certification to be Provided to Depositor by the Custodian Exhibit Y-6 Form of Certification to be Provided to Depositor by the Trustee Exhibit Y-7 Form of Certification to be Provided to Depositor by the Asset Representations Reviewer Exhibit Y-8 Form of Certification to be Provided to Depositor by a Sub-Servicer Exhibit Z Form 8-K Disclosure Information Exhibit AA-1 Form of Power of Attorney for Master Servicer Exhibit AA-2 Form of Power of Attorney for Special Servicer Exhibit BB Class A-AB Scheduled Principal Balance Exhibit CC-1 Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights Exhibit CC-2 Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights Exhibit DD Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit EE Form of Notice of Exchange of Exchangeable Certificates Exhibit FF Form of Notice Regarding Outside Serviced Mortgage Loan Exhibit GG Statement to be included in the Proposed Course of Action Notice Exhibit HH Copy of One Court Square Side Letter Exhibit II Form of Asset Review Report Exhibit JJ Form of Asset Review Report Summary Exhibit KK Asset Review Procedures Exhibit LL Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit MM Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Pooling and Servicing Agreement, dated as of April 1, 2016, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Park Bridge Lender Services LLC, as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.
Table of Definitions The following terms have the meanings set forth in the Sections referenced below: Definition Location Acquiror Preamble Acquiror Indemnified Parties 9.2(a) Affected Employees 5.7(a) Agreement Preamble Antitrust Laws 5.9(b) Balance Sheet 3.6(a) Balance Sheet Date 3.6(a) Bylaws 2.4 Cap 9.3(a) Cash-Through Amount 2.2(a) Certificate of Incorporation 2.4 Definition Location Certificate of Merger 2.2(b) Certificates 2.10(d) Claim Notice 9.5(a) Closing 2.2(a) Closing Balance Sheet 2.14(c) Closing Date 2.2(a) Closing Estimate 2.14(a) Closing Working Capital 2.14(b) Company Preamble Company Fundamental Representations 9.1 Confidentiality Agreement 5.8 D&O Indemnified Liabilities 5.12(a) D&O Indemnified Parties 5.12(a) Damages 9.2(a) Debt Commitment Letter 4.5 Debt Financing 4.5 Deductible 9.3(a) Delivery Date 2.14(c) DGCL Recitals Disclosure Schedules Article III Dispute 2.15(a) Dispute Notice 9.5(b), 2.15(a) Dispute Period 2.15(a) Disputed Return 6.4 Dissenting Shares 2.8 Effective Time 2.2(b) Employee Plans 3.10(a) Environmental Laws 3.16(b) Environmental Permits 3.16(b) Equity Commitment Letter 4.5 ERISA 3.10(a) Escrow Agent 7.1(c) Estimated Closing Working Capital 2.14(a) Expiration Date 9.1 Financial Statements 3.6(a) Hazardous Substances 3.16(b) Indemnified Party 9.5(a) Indemnitor 9.5(a) Indemnity Escrow Agreement 7.1(c) J.A.M.S. Rules 10.18(a) Letter of Transmittal 2.10(d) Majority Holders 2.13(b)
TABLE OF DEFINED TERMS Terms Reference in Agreement Acquisition Proposal Section 6.1(g) Affiliates Section 3.10(b) Agreement Preamble Alternative Acquisition Agreement Section 6.1(b)(ii) Board Recommendation Section 3.3(a) Business Facility Section 3.12(i) Buyer Preamble Buyer Holders Section 2.1(b) Buyer Material Adverse Effect Section 4.1 Certificate of Merger Section 1.1 Certificates Section 2.2(b) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(f) Company Preamble Company Balance Sheet Section 3.4(b) Company Board Preamble Company Common Stock Section 2.1(b) Company Disclosure Schedule Article III Company Employee Plans Section 3.13(a) Company Financial Advisor Section 3.17 Company 401(k) Plans Section 6.11(c) Company Intellectual Property Section 3.9(a)(i) Company Leases Section 3.8(b) Company Material Adverse Effect Section 3.1(a) Company Material Contracts Section 3.10(a)(xi) Company Preferred Stock Section 3.2(a) Company Registered Intellectual Property Rights Section 3.9(e) Company SEC Reports Section 3.4(a) Company Stock Option Section 3.2(b) Company Stock Options Section 3.2(b) Company Stock Plans Section 3.2(b) Company Stockholder Approval Section 3.3(a) Company Stockholders’ Meeting Section 6.2(a) Company Voting Agreements Preamble Company Voting Proposal Section 3.3(a) Confidentiality Agreement Section 9.3 Copyrights Section 3.9(a)(ii) Covered Employees Section 6.11(a) DGCL Preamble Dissenting Shares Section 2.3(a) Terms Reference in Agreement Effective Time Section 1.1 Employee Benefit Plan Section 3.13(a) Environmental Law Section 3.12(g) ERISA Section 3.13(a) ERISA Affiliate Section 3.13(a) Exchange Act Section 3.3(c) Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) GAAP Section 3.4(b) Governmental Entity Section 3.3(c) Hazardous Substance Section 3.12(h) Indemnified Parties Section 6.8(a) Intellectual Property Not defined Intellectual Property Rights Section 3.9(a)(ii) Liens Section 3.2(d) Majority Stockholder Preamble Majority Stockholder Approval Section 7.1(b) Majority Stockholder Voting Agreement Preamble Merger Preamble Merger Consideration Section 2.1(c) Option Consideration Not defined Option Exchange Ratio Not defined Ordinary Course of Business Section 3.2(c) Outside Date Section 8.1(b) Parties Preamble Patents Section 3.9(a)(ii) Proxy Statement Section 6.2(a) Permitted Liens Section 3.15 Registered Intellectual Property Rights Section 3.9(a)(iii) Representatives Section 6.1(a) Xxxxxxxx-Xxxxx Act Section 3.4(a) SEC Section 3.3(c) Securities Act Section 3.4(a) Shrinkwrap Software Section 3.9(a)(iv) Software Section 3.9(a)(v) Special Committee Preamble Specified Time Section 6.1(a)(ii) Subsidiary Section 3.1(b) Superior Proposal Section 6.1(g) Surviving Corporation Section 1.3(b) Taxes Section 3.7(a) Tax Returns Section 3.7(a) Technology Section 3.9(a)(v) Terms Reference in Agreement Third Party Intellectual Property Not defined. Trademarks Section 3.9(a)(ii) Transitory Subsidiary Preamble AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 25, 2004, is by and among InfoSpace, Inc., a Delaware corporation (the “Buyer”), Big Book Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Switchboard Incorporated, a Delaware corporation (the “Company”). The Buyer, the Transitory Subsidiary and the Company are referred to collectively as the “Parties.” Except to the extent provided herein to the contrary, all references to the Company shall be deemed to include the Company and each Subsidiary (as defined in Section 3.1(b) below) thereof.
Captions; Table of Contents The captions or headings in this Agreement and the Table of Contents are for convenience only and in no way define, limit or describe the scope and intent of any provisions of this Agreement.
Headings; Table of Contents The headings of the sections of this Agreement and the table of contents have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
Calculation of Value Paragraph 4(c) is hereby amended by deleting the word “Value” and inserting in lieu thereof “S&P Value, Mxxxx’x First Trigger Value, Mxxxx’x Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A) deleting the words “a Value” and inserting in lieu thereof “an S&P Value, Mxxxx’x First Trigger Value, and Mxxxx’x Second Trigger Value” and (B) deleting the words “the Value” and inserting in lieu thereof “S&P Value, Mxxxx’x First Trigger Value, and Mxxxx’x Second Trigger Value”. Paragraph 5 (flush language) is hereby amended by deleting the word “Value” and inserting in lieu thereof “S&P Value, Mxxxx’x First Trigger Value, or Mxxxx’x Second Trigger Value”. Paragraph 5(i) (flush language) is hereby amended by deleting the word “Value” and inserting in lieu thereof “S&P Value, Mxxxx’x First Trigger Value, and Mxxxx’x Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the word “the Value, if” and inserting in lieu thereof “any one or more of the S&P Value, Mxxxx’x First Trigger Value, or Mxxxx’x Second Trigger Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the first instance of the words “the Value” and inserting in lieu thereof “any one or more of the S&P Value, Mxxxx’x First Trigger Value, or Mxxxx’x Second Trigger Value” and (2) deleting the second instance of the words “the Value” and inserting in lieu thereof “such disputed S&P Value, Mxxxx’x First Trigger Value, or Mxxxx’x Second Trigger Value”. Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting the word “Value” and inserting in lieu thereof “least of the S&P Value, Mxxxx’x First Trigger Value, and Mxxxx’x Second Trigger Value”.
Determination of Values The Borrower will conduct reviews of the value to be assigned to each of its Portfolio Investments as follows:
Table of Contents Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
Back to Table of Contents DEFINITIONS Terms in this Agreement shall be defined as follows:
Headings and Table of Contents The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.

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