Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below:
Terms Defined Elsewhere. As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table: Definition Section Agreement Preamble Alternative Financing Section 6.20(b) Appraisal Shares Section 3.5 Assumed Company Option Section 3.3(c) Assumed Company PRSU Section 3.3(b) Assumed Company RSU Section 3.3(a) Book-Entry Shares Section 3.4(b)(ii) Cash Consideration Section 3.1(b)(i) Certificates Section 3.4(b)(i) Certificates of Merger Section 2.2(b) Chosen Courts Section 9.7(b) Closing Section 2.2(a) Closing Date Section 2.2(a) Closing Tax Opinion Section 6.16(b) Code Recitals Company Preamble Company 401(k) Plan Section 6.9(b) Company Alternative Acquisition Agreement Section 6.3(d)(iv) Company Applicable Date Section 4.5(a) Company Board Recitals Company Board Recommendation Section 4.3(a) Company Capital Stock Section 4.2(a) Company Change of Recommendation Section 6.3(d)(vii) Company Common Stock Recitals Company Contracts Section 4.19(b) Company Designees Section 2.7(a) Company Disclosure Letter ARTICLE IV Company Employee Section 4.10(i) Company Equity Awards Section 4.2(c) Company Equity Plan Section 3.3(a) Company FA Section 4.24 Company Insurance Policies Section 4.20 Definition Section Company Leased Real Property Section 4.15 Company Material Adverse Effect Section 4.1 Company Owned Real Property Section 4.15 Company Permits Section 4.9(a) Company Phantom Stock Award Section 3.3(e) Company Preferred Stock Section 4.2(a) Company PRSU Award Section 3.3(b) Company Real Property Lease Section 4.15 Company Related Party Transaction Section 4.23 Company Restricted Stock Award Section 3.3(d) Company RSU Award Section 3.3(a) Company SEC Documents Section 4.5(a) Company Source Code Section 4.14(g) Company Stock Option Section 3.3(c) Company Stockholders Meeting Section 4.4 Company Tax Certificate Section 6.16(b) Confidentiality Agreement Section 6.7(b) Continuing Employees Section 6.9(a) Creditors’ Rights Section 4.3(a) D&O Insurance Section 6.10(a) days Section 9.4(e) Debt Commitment Letter Section 5.25(a) Debt Financing Section 5.25(a) DGCL Section 2.1(a) Directors Deferred Compensation Plan Section 3.3(e) DLLCA Section 2.1(a) DTC Section 3.4(b)(ii) e-mail Section 9.3 Eligible Shares Section 3.1(b)(i) Exchange Agent Section 3.4(a) Exchange Fund Section 3.4(a) Exchange Ratio Section 3.1(b)(i) Excluded Shares Section 3.1(b)(iii) FCPA Section 4.17(a) Final Exercise Date Section 3.3(f) Financing Indemnitees Section 6.20(e) Fir...
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: “Agreement” Preamble
Terms Defined Elsewhere. As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table: Definition Section Agreement Preamble Applicable Date 4.5(a) Book-Entry Shares 3.3(b)(ii) Certificate of Merger 2.2(b) Certificates 3.3(b)(i) Change of Control Amendment 6.23(c)(ii) Change of Control Amendment Consent Fee 6.23(c)(ii) Closing 2.2(a) Closing Date 2.2(a) Code Recitals Company Preamble Company 401(k) Plan 6.9(f) Company Affiliate 9.10 Company Alternative Acquisition Agreement 6.3(d)(iv) Company Board Recitals Company Board Recommendation 4.3(a) Company Capital Stock 4.2(a) Company Change of Recommendation 6.3(d)(vii) Company Common Stock Recitals Company Contracts 4.19(b) Company Designees 2.7(a) Company Designated Stockholder Recitals Company Disclosure Letter Article IV Company Employee 6.9(b) Company FA 4.22 Company Independent Petroleum Engineers 4.17(a) Company Intellectual Property 4.14(a) Company Material Adverse Effect 4.1 Company Material Leased Real Property 4.15 Company Material Real Property Lease 4.15 Company Owned Real Property 4.15 Company Permits 4.9(a) Company Preferred Stock 4.2(a) Company Related Party Transaction 4.24 Company Reserve Report 4.17(a) Company Restructuring Transactions Recitals Company SEC Documents 4.5(a) Company Senior Notes Recitals Company Stakeholders’ Pro Forma Equity Percentage 5.22 Company Stock Award 3.2(a) Company Stockholders Meeting 4.4 Company Tax Certificate 6.18(b) Confidentiality Agreement 6.7(b) Creditors’ Rights 4.3(a) days 9.4(e) Designated Stockholder Support Agreement Recitals DGCL 2.1 Dismissal Order 6.24(a)(v) D&O Insurance 6.10(d) DTC 3.3(b)(ii) e-mail 9.3 Effective Time 2.2(b) Eligible Shares 3.1(b)(i) Exchange Agent 3.3(a) Exchange Consideration 6.23(a) Exchange Fund 3.3(a) Exchange Offer Recitals Exchange Offer Expiration Date 6.23(c) Exchange Prospectus 4.8 Exchange Ratio 3.1(b)(i) Exchange Registration Statement 4.8 Excluded Employees 6.9(b) Excluded Shares 3.1(b)(iii) GAAP 4.5(b) HSR Act 4.4 Indemnified Liabilities 6.10(a) Indemnified Persons 6.10(a) Involuntary Insolvency Event Date 6.24(a)(v) Joint Proxy Statement 4.4 Letter of Transmittal 3.3(b)(i) made available 9.4(e) Material Company Insurance Policies 4.20 Material Parent Insurance Policies 5.20 Measurement Date 4.2(a) Merger Recitals Merger Consideration 3.1(b)(i) Merger Registration Statement 4.8 Merger Sub Preamble Merger Sub Board Recitals Minimum Participation Condition 6.23(a) New Financing 6....
Terms Defined Elsewhere. The following terms are defined in this Agreement as follows:
Terms Defined Elsewhere. As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table: Definition Section Agreement Preamble Amendment to the Company Management Agreement Recitals Articles of Merger 2.2(b) Book-Entry Shares 3.3(b)(i) Cancelled Shares 3.1(b)(v) Certificate of Merger 2.2(b) Certificates 3.3(b)(i) Closing 2.2(a) Closing Date 2.2(a) Code Recitals Company Preamble 2 Definition Section Company Additional Dividend Amount 6.19(a) Company Affiliate 9.10(a) Company Board Recitals Company Board Recommendation Recitals Company Change of Recommendation 6.3(b) Company Common Stock 3.1(b)(i) Company Contracts 3.2(b) Company DER Consideration 3.2(b) Company Director Designee 2.6 Company Disclosure Letter Article IV Company Dividend Equivalent Right 3.2(b) Company Material Adverse Effect 4.1(a) Company Permits 4.9 Company Plans 4.10(a) Company SEC Documents 4.5(a) Company Series A Preferred Stock 3.1(b)(iii) Company Series B Preferred Stock 3.1(b)(iii) Company Series C Preferred Stock 3.1(b)(iii) Company Special Committee Recitals Company Stockholders Recitals Company Stockholders Meeting 4.4 Confidentiality Agreement 6.7(b) Creditors’ Rights 4.3(a) Delaware LLC Act 2.1 Delaware Secretary of State 2.2(b) e-mail 9.3 Effective Time 2.2(b) End Date 8.1(b)(ii) Exchange Agent 3.3(a) Exchange Fund 3.3(a) Forfeited Phantom Shares 3.2(a) GAAP 4.5(b) Indemnified Liabilities 6.10(a) Indemnified Persons 6.10(a) Joint Proxy Statement 4.4 Letter of Transmittal 3.3(b)(i) Leverage Covenants 6.1(a)(xiv) Maryland Courts 9.7(b) Maryland Department 2.2(b) Material Company Insurance Policies 4.17 Material Parent Insurance Policies 5.17 Merger Recitals Merger Filings 2.2(b) Merger Sub Preamble Merger Sub Sole Member Recitals Definition Section MGCL 2.1 Operating Partnership 2.1 Parent Preamble Parent Additional Dividend Amount 6.19(b) Parent Affiliate 9.10(b) Parent Board Recitals Parent Board Recommendation 5.3(a) Parent Change of Recommendation 6.4(b) Parent Common Stock Issuance Recitals Parent Contracts 5.16(b) Parent Disclosure Letter Article V Parent Equity Plan 5.2(a) Parent Management Agreement Amendment Recitals Parent Manager Recitals Parent Material Adverse Effect 5.1(a) Parent Permits 5.9 Parent Plans 5.10(a) Parent SEC Documents 5.5(a) Parent Stock Issuance Recitals Parent Stockholders Recitals .pdf 9.5 Per Share Common Merger Consideration 3.1(b)(i) Per Share Preferred Merger Consideration 3.1(b)(iii) Per Share Preferred Se...
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: A&R Company Bylaws Section 2.3(a) A&R Company Charter Section 2.3(a) A&R Company OP Partnership Agreement Section 2.3(b) Acceptable Confidentiality Agreement Section 7.4(b)(i) Acquisition Agreement Section 7.4(a) Agreement Preamble Book-Entry Share Section 3.1(a)(ii) Certificate Section 3.1(a)(ii) Certificate of Limited Partnership Section 4.1(c) Certificate of Partnership Merger Section 2.1(d)(ii) Change in Company Recommendation Section 7.4(b)(iii) Change in Parent Recommendation Section 7.4(b)(iii) Chosen Court Section 10.7(b) Closing Section 2.2 -13- Closing Date Section 2.2 Code Recitals Company Preamble Company 401(k) Plan Section 4.14(b) Company Articles of Merger Section 2.1(a)(ii) Company Board Recitals Company Board Designees Section 7.21 Company Bylaws Section 4.1(c) Company Certificate of Merger Section 2.1(a)(ii) Company Charter Section 4.1(c) Company Common Stock Recitals Company Data Partners Section 4.22(a) Company Development Properties Section 4.12(g) Company Development Property Section 4.12(g) Company Disclosure Schedule Article IV Company Employee Programs Section 4.14(a) Company Equity Award Consideration Section 3.2(e) Company Governing Documents Section 4.1(c) Company LLC Agreement Section 2.3(a) Company Merger Section 2.1(a)(i) Company Merger Certificates Section 2.1(a)(ii) Company Merger Effective Time Section 2.1(a)(ii) Company OP GP Recitals Company Parties Preamble Company Preferred Stock Section 4.3(a) Company Privacy Policy Section 4.22(a) Company Privacy Requirements Section 4.22(a) Company Properties Section 4.12(a) Company Recommendation Section 4.2(b) Company SEC Reports Section 4.8(a) Company Stockholder Approval Section 4.18 Company Stockholder Meeting Section 7.1(c) Company Subsidiaries Section 4.1(b) Company Subsidiary Section 4.1(b) Company Tax Protection Agreement Section 6.1(x) Consent Solicitations Section 7.19(b) Continuing Employee Section 7.8(a) Continuing Employees Section 7.8(a) Contribution Section 2.1(c)(i) Contribution and Issuance Effective Time Section 2.1(c)(ii) Debt Offer Documents Section 7.19(b) Deemed Liquidation Section 7.9(a) DGCL Section 2.1(b)(i) DLLCA Section 2.1(a)(i) Drop Dead Date Section 9.1(b)(iv) DRULPA Section 2.1(d)(i) DSOS Section 2.1(a)(ii) Encumbrances Section 4.12(a) Exchange Agent Section 3.3(a) Exchange Fund Section 3.3(a) Exchange Ratio Section 3.1(a)(ii) Extra Space Merger Sub Preamble Extra Space O...
Terms Defined Elsewhere. Terms that are defined in the preamble, the recitals, or the Sections of the Agreement have the meanings ascribed to them therein.
Terms Defined Elsewhere. As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table: Definition Section Acceptable Confidentiality Agreement 6.3 Agreement Preamble Antitrust Authority 6.7(b) Antitrust Laws 6.7(b) Applicable Date Article IV Appraisal Shares 3.4(i) Book-Entry Shares 3.4(b)(ii) Cash Consideration 3.1(b)(i) Certificate of First Merger 2.2(b) Certificate of Second Merger 2.2(c) Certificates 3.4(b)(i) Closing 2.2(a) Closing Date 2.2(a) Code Recitals Company Preamble Company Affiliate 9.10 Company Alternative Acquisition Agreement 6.3(d)(vi) Company Board Recitals Company Board Recommendation 4.3(a) Company Capital Stock 4.2(a) Company Change of Recommendation 6.3(d)(viii) Company Class A Common Stock Recitals Company Class B Common Stock 3.2 Company Common Stock Recitals Company Contracts 4.20(b) Company Designated Stockholders Recitals Company Disclosure Letter Article IV Company Employee 6.8(a) Company Independent Petroleum Engineers 4.18(a) Company Intellectual Property 4.14(a) Company Material Adverse Effect 4.1 Company Material Leased Real Property 4.16 Company Material Real Property 4.16 Company Material Real Property Lease 4.16 Company Owned Real Property 4.16 Company Permits 4.9(a) Company Preferred Stock 4.2(a) Company Related Party Transaction 4.25 Company Reserve Reports 4.18(a) Company Restricted Stock Unit Award 3.3(a) Company SEC Documents 4.5(a) Company Stock Plan 3.3(a) Definition Section Company Stockholders Meeting 4.4 Confidentiality Agreement 6.6(b) Creditors’ Rights 4.3(a) D&O Insurance 6.9(d) DGCL 2.1 Divestiture Action 6.7(b) Effective Time 2.2(b) Eligible Shares 3.1(b)(i) e-mail 9.3 ERISA Affiliate 4.10(h) Exchange Agent 3.4(a)
Terms Defined Elsewhere. Each of the following terms has the meaning ascribed to such term in the Article or Section set forth opposite such term: Defined Term Reference 2019 Pre-Closing Tax Distributions Section 9.2(a) 2020 Pre-Closing Tax Distributions Section 9.2(b) 2020 Pre-Closing Taxable Income Section 9.2(b) 2019 Tax Year Section 9.2(a) ACA Section 3.15(c) Accounts Receivable Section 3.22(a) Additional Buyer Filings Section 7.10(f) Affiliated Transactions Section 3.24(a) Aggregate Consideration Section 9.1(h) Agreement Preamble Allocation Section 9.1(h) Antitrust Laws Section 7.8(c) Assets Section 3.19 Assigned Company Units Recitals Assignment Agreement Section 2.6(a) Audited Financial Statements Section 3.4(a)(ii) Binder Agreement Section 7.9(a) BSOF Recitals BSOF Common Equity Purchase Recitals BSOF Common Interests Recitals BSOF Consideration Recitals BSOF Preferred Equity Purchase Recitals BSOF Preferred Interests Recitals BSOF Purchase Agreement Recitals BSOF Sale Section 9.1(g) Buyer Preamble Buyer Balance Sheet Section 5.11(c) Buyer Certificate of Incorporation Recitals Buyer Post-Closing Representation Section 12.14(b)(i) Buyer Preferred Shares Section 5.2(a) Buyer Prepared Returns Section 9.1(a)(i) Buyer Public Securities Section 5.8 Buyer Released Matters Section 7.12(b) Buyer Released Parties Section 7.12(b) Buyer Releasing Parties Section 7.12(b) Buyer SEC Documents Section 5.5(a) Buyer Warrants Section 5.2(a) CapEx Schedule Section 6.1(a)(vii) Closing Section 2.4 Closing Date Section 2.4 Closing Form 8-K Section 7.10(g) Closing Press Release Section 7.10(g) 20 Defined Term Reference Closing Statement Section 2.3(a) Company Preamble Company A&R LLCA Recitals Company Distribution Policy Recitals Company Interests Recitals Company Units Recitals Competing Buyer Section 7.22(a) Cozen Section 12.14(a) D&O Provisions Section 7.13(a) Data Room Section 12.5 DGCL Recitals Domestication Recitals Effective Date Preamble EIP Section 7.4 Environmental Permits Section 3.18 Excess Cash Section 2.2(b)(ii) Exchanged Company Units Recitals FDA Section 1.1 Final Allocation Section 9.1(h) Final Tax Basis Balance Sheet Section 9.1(h) Financial Statements Section 3.4(a) Forward Purchase Agreements Recitals FTC Section 1.1 Improvements Section 3.7(d) Indemnitee Section 10.2(e) Indemnitor Section 10.2(e) Insurance Policies Section 3.16 Intended Tax Treatment Section 9.1(g) Internal Controls Section 3.4(c) Investor Rights Agreement Recitals IRS Section 3.15(a) Issued Company Units Rec...