Common use of Terms Defined Elsewhere Clause in Contracts

Terms Defined Elsewhere. Each of the following capitalized terms, when used in this Agreement, has the meaning provided for such term in the Section of this Agreement set forth beside such term below: Term Section Additional Interests 3.05(b) Adjusted Capital Account Exhibit C Aggregate Consideration 8.03(b) Authorized Person 2.01 Board 5.01(a) Capital Account 3.03 Closing 10.03 Company Introductory Paragraph Company Minimum Gain Exhibit C Company Tax Rep 4.04(c) Dissolution Event 9.01(a) Distribution Threshold 2.09(c) Existing Owners 3.05(c) Firm 11.14 IPO 3.05(b) Later Year 4.04(c) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(a) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(c) Public Safety 8.01 Put Notice 10.01 Representative 5.01(a) Redemption Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(b) Tax Matters Member 4.04(c) Transfer 8.01 Transfer Notice 8.02(a) Transferor 8.02(a) Ultimate Rules 4.08 Unitholder 4.04(c) Units Sale 8.03(a)

Appears in 1 contract

Sources: Limited Liability Company Agreement (Brekford Corp.)

Terms Defined Elsewhere. Each of the following capitalized terms, when As used in this Agreement, has the meaning provided for such term following capitalized terms are defined in this Agreement as referenced in the Section following table: Agreement Preamble Anti-Corruption Laws 5.5(d) Bylaws 3.2 Change of this Recommendation 7.2(d)(i)(G) Charter 3.1 Closing 2.1 Closing Date 2.1 Company Preamble Company Approvals 5.4(a) Company Disclosure Letter Article V Company Personal Information 5.18(l) Company Recommendation 5.3(b) D&O Insurance 7.12(a) Delisting Period 7.18(a) Effective Time 2.2 Exchange Fund 4.3(a)(i) Excluded Share 4.1(b) Governmental Antitrust Entity 7.6(b)(ii) Interim Period 7.1(a) Lease 5.17(a) Legal Restraint 8.1(c) Material Contract 5.11(a)(xvi) Material Payor 5.12(a) Material Vendor 5.12(b) Merger Recitals Merger Consideration 4.1(a) Merger Sub Preamble Non-Wholly Owned Subsidiary 5.2(f) Notice 7.2(d)(iii) Notice Period 7.2(d)(iii) Original Date 7.4(b) Outside Date 9.2(a) Parent Preamble Parent Approvals 6.4(a) Parent Option 4.2(a)(ii) Parent RSA 4.2(b) Parties Preamble Permitted Confidentiality Agreement set forth beside such term below: Term Section Additional Interests 3.05(b7.2(b)(i) Adjusted Capital Account Exhibit C Aggregate Consideration 8.03(bPotential Purchasers 7.6(d) Authorized Person 2.01 Board 5.01(aPotential Sale Transaction 7.6(d) Capital Account 3.03 Closing 10.03 Company Introductory Paragraph Company Minimum Gain Exhibit C Company Tax Rep 4.04(cPrivacy and Security Requirements 5.18(k) Dissolution Event 9.01(aProxy Statement 7.3(a) Distribution Threshold 2.09(cSubsidiary Partnership 5.16(o) Existing Owners 3.05(c) Firm 11.14 IPO 3.05(b) Later Year 4.04(c) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(a) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(c) Public Safety 8.01 Put Notice 10.01 Representative 5.01(a) Redemption Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(b) Tax Matters Member 4.04(c) Transfer 8.01 Transfer Notice 8.02(a) Transferor 8.02(a) Ultimate Rules 4.08 Unitholder 4.04(c) Units Sale 8.03(a)Surviving Corporation 2.3 Third-Party Consents 7.8 Transaction Litigation 7.15

Appears in 1 contract

Sources: Merger Agreement (LHC Group, Inc)

Terms Defined Elsewhere. Each of the The following capitalized terms, when used terms are defined elsewhere in this Agreement, has the meaning provided for such term in the Section : Action 3.5(g) Agreement Preamble -12- Allocation Methodology 2.9(a) Allocation 2.9(b) Approvals 2.10(a) Asset Purchase Recitals Assignment Agreement and ▇▇▇▇ of this Sale 2.8(a)(v) Assumed Liabilities 2.6 Bankruptcy Code 2.13(h) Basket 7.6(a) Business Contracts 2.4(a) Business Covered Person 5.9 Business Litigation Controlling Party 5.6(b) Business Litigation 5.6(a) Business Permits (b) Cap 7.6(a) Claim Notice 7.4(c) Closing Date 2.3 Closing 2.3 Consent 5.12(a) Confidentiality Agreement set forth beside such term below: Term Section Additional Interests 3.05(b5.2(a) Adjusted Capital Account Exhibit C Aggregate Consideration 8.03(bControlling Party 7.4(b)(iii) Authorized Person 2.01 Covered Activities 3.10(c) Covered Protected Information 3.10(c) Dx Copyright License 2.13(a)(iii) Dx Framework Source Code 2.13(a)(iii) Dx Infringement 2.13(f)(iv) Dx System License 2.13(a)(ii) Dx Test License 2.13(a)(i) Enforceability Limitations 3.2(b) Excluded Assets 2.5 Expiration Date 7.1(a) Foreign Closing Documents 2.8(a)(vi) Healthcare Laws 3.5(g) HIPAA 3.5(g) Historical Financial Statements 7.4(a) Indemnified Party 7.4(a) Indemnifying Party 7.4(a) Independent Accounting Firm 2.9(b) IP Contracts 3.9(i) Liability Assumption 7.4(b)(i) License Recitals Material Customer Agreement 3.12(a) Material Customer Agreement 3.13(a) Material Customer 3.12(a) Material Distributor or Reseller Agreement 3.13(c) Material Distributor 3.13(c) Milestone Payment Date 2.2(c)(i) Milestone Payment 2.2(b)(i) -13- [***] Confidential Treatment Requested - Milestone Trigger 2.2(b)(i) Mutual Transfer Agreement 5.4(c) NanoString Board 5.01(aof Directors 3.2(a) Capital Account 3.03 Closing 10.03 Company Introductory Paragraph Company Minimum Gain Exhibit C Company NanoString Indemnified Parties 7.3 NanoString Indemnified Party 7.3 NanoString Other Systems 2.13(a) NanoString Preamble NIH Assignment 5.1 NIH License 5.1 NIH Outside Date 5.1 Non-Controlling Party 7.4(b)(iii) Non-Paying Party 6.3(b) Non-Regulatory Approvals 2.10(b) Non-Transferable Asset 2.10(a) Notice of Objection 7.4(d) Parties Preamble Party Preamble PEO 5.4(c) Product Licenses 3.5(c) Purchased Assets 2.4 Purchaser’s Allocation Notice 2.9(b) Purchaser’s Allocation 2.9(b) Registered Licensed Intellectual Property 3.9(a) Regulatory Permits 5.1(a) Relevant Matters 8.8(a) Replaced Distributor Contracts 2.10(b) Replaced Distributor Relationship 2.10(b) Replacement Distributor Contracts 2.10(b) Replacement NIH License Agreement 5.1 Retained Liabilities 2.7 Review Committee 2.13(d) Seller Stockholders 3.2(a) Straddle Period Tax Rep 4.04(c6.3(b) Dissolution Event 9.01(aThird-Party Claim Notice 7.4(a) Distribution Threshold 2.09(c) Existing Owners 3.05(c) Firm 11.14 IPO 3.05(b) Later Year 4.04(c) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(a) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(c) Public Safety 8.01 Put Notice 10.01 Representative 5.01(a) Redemption Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(b) Tax Matters Member 4.04(cThird-Party Claim 7.4 Transactions Recitals Transfer Claimant 5.4(d) Transfer 8.01 Transfer Notice 8.02(aTaxes 6.3(a) Transferor 8.02(aTransferred Permits 2.4(d) Ultimate Rules 4.08 Unitholder 4.04(cTransition Period 2.10(b) Units Sale 8.03(a)Unilateral Settlement 7.4(b)(iii) Universal Panel 2.13(a) Update Report 2.2(c)(ii) Veracyte Indemnified Parties 7.2 Veracyte Indemnified Party 7.2 Veracyte SEC Documents 4.6(a) Veracyte Preamble -14- [***] Confidential Treatment Requested -

Appears in 1 contract

Sources: License and Asset Purchase Agreement (Veracyte, Inc.)

Terms Defined Elsewhere. Each of the following capitalized terms, when As used in this Agreement, has the meaning provided for such term following capitalized terms are defined in this Agreement as referenced in the Section following table: Agreement Preamble Bylaws 3.2 Capitalization Date 5.2(a) Change of this Agreement set forth beside such term below: Term Section Additional Interests 3.05(bRecommendation 7.2(d)(i)(F) Adjusted Capital Account Exhibit C Aggregate Consideration 8.03(bCharter 3.1 Closing 2.1 Closing Date 2.1 Company Preamble Company Approvals 5.4(a) Authorized Person 2.01 Board 5.01(aCompany Disclosure Letter Article V Company Personal Information 5.18(l) Capital Account 3.03 Closing 10.03 Company Introductory Paragraph Company Minimum Gain Exhibit C Recommendation 5.3(b) Company Tax Representation Letter 7.18(c) Continuation Period 7.11(a) D&O Insurance 7.12(b) Delisting Period 7.17(a) Effective Time 2.2 Exchange Fund 4.3(a)(i) FDA 5.20(a) FDA Licenses 5.20(a) Fundamental Action 7.2(d)(iii) Governmental Antitrust Entity 7.6(b)(ii) Interim Period 7.1(a) Legal Restraint 8.1(c) Material Contract 5.11(a) Material Customer 5.12(a) Material Vendor 5.12(b) Merger Recitals Merger Sub Preamble Non-Wholly Owned Subsidiary 5.2(f) Notice of Redemption 7.13(a) Notice 7.2(d)(iii) Notice Period 7.2(d)(iii) Outside Date 9.2(a) Parent Preamble Parent Approvals 6.4(a) Parent DSU 4.2(f) Parent Option 4.2(a) Parent RSU 4.2(c) Parent Tax Representation Letter 7.18(c) Parent SAR 4.2(e) Parties Preamble Permitted Confidentiality Agreement 7.2(b)(i) Potential Purchasers 7.6(d) Potential Sale Transaction 7.6(d) Privacy and Security Measures 5.18(k) Privacy-Related Contracts 5.11(a)(vi) Proxy Statement 7.3(a) Stock Ownership Rep 4.04(c6.8 Support Agreement Recitals Surviving Corporation 2.3 Tax Representation Letters 7.18(c) Dissolution Event 9.01(aThird-Party Consents 7.8 Transaction Litigation 7.15 TRA Terminations 7.13(d) Distribution Threshold 2.09(c) Existing Owners 3.05(c) Firm 11.14 IPO 3.05(b) Later Year 4.04(c) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(a) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(c) Public Safety 8.01 Put Notice 10.01 Representative 5.01(a) Redemption Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(b) Tax Matters Member 4.04(c) Transfer 8.01 Transfer Notice 8.02(a) Transferor 8.02(a) Ultimate Rules 4.08 Unitholder 4.04(c) Units Sale 8.03(aVote-Down 9.2(b)

Appears in 1 contract

Sources: Merger Agreement (Change Healthcare Inc.)

Terms Defined Elsewhere. Each of The following terms are defined in the following capitalized terms, when used in sections of this Agreement, has the meaning provided for such term in the Section : Acquisition Proposal 4.2(b) Affiliate 9.2 Agreement Preamble Aggrieved Party 7.2(a) ALLL 3.16(a) Balance Sheet Date 3.8(a) Bank Merger Preamble Bank Merger Effective Time 1.4(a) Bank Regulations 1.1 Bank Regulators 9.2 Breaching Party 7.2(a) Certificates 1.3(c)(i) CGLC 1.1(a) Change of this Control Benefit 3.17(e) Closing 1.5 Closing Date 1.5 Closing Financial Statements 4.8 Code 3.13(b) Company Preamble Company Bank Preamble Company Bank Common Stock 1.4(a) Company Common Stock 1.3(b) Company Entities Premises 3.18(b) Company Real Property 3.20(c) Company SEC Reports 3.9(b) Company Shareholders’ Meeting 4.3 Company Stock Option Plan 3.6(b) Company Stock Options 3.6(b) Company Bank Regulatory Agreement set forth beside such term below: Term Section Additional Interests 3.05(b3.22(b) Adjusted Capital Account Exhibit C Aggregate CRA 2.7(c) Derivative Instruments 3.19(e)(iv) Determination Date 4.8 Dissenting Shares 1.3(b) Effective Time 1.2 Encumbrance 9.2 Environmental Laws 9.2 Exchange Agent 1.3(c)(i) Exchange Act 3.4(a) (a) Governmental Entity 2.4(a) (a) Knowledge 9.2 Law 3.4(b) Material Adverse Effect 9.2 Material Contract 3.19(a) Merger Preamble Merger Agreement 1.2 Merger Consideration 8.03(b1.3(a)(i) Authorized Merger Consideration Adjustment 1.3(c)(ii) Parent Preamble Parent’s Agents 5.11 Parent SEC Reports 2.6(a) Permitted Encumbrances 3.20(a) Per Share Merger Consideration 1.3(c)(ii) Person 2.01 Board 5.01(a9.2 Preferred Share Purchase Rights 3.6(b) Capital Account 3.03 Closing 10.03 Company Introductory Paragraph Company Minimum Gain Exhibit C Company Tax Rep 4.04(cRequired Regulatory Approvals 3.25 Rights Plan 3.6(b) Dissolution Event 9.01(aSecurities Act 3.5 Shareholder Agreement 6.2(e) Distribution Threshold 2.09(c) Existing Owners 3.05(c) Firm 11.14 IPO 3.05(b) Later Year 4.04(c) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(a) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(c) Public Safety 8.01 Put Notice 10.01 Representative 5.01(a) Redemption Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(b) Tax Matters Member 4.04(c) Transfer 8.01 Transfer Notice 8.02(a) Transferor 8.02(a) Ultimate Rules 4.08 Unitholder 4.04(c) Units Sale 8.03(a)Subsidiary 9.2

Appears in 1 contract

Sources: Merger Agreement (Placer Sierra Bancshares)

Terms Defined Elsewhere. Each of the following capitalized terms, when used in this Agreement, has the meaning provided for such term terms is defined in the Section of this Agreement set forth beside opposite such term belowterm: Term 401(k) Termination Date 8.03(c) Acceptable Confidentiality Agreement 6.02(b) Agreement Preamble Ancillary Scheme Documentation Section Additional Interests 3.05(b3.01(a)(ii) Adjusted Capital Account Exhibit C Aggregate Apple Preamble Apple Adverse Recommendation Change 6.02(a) Apple Approval Time 6.02(b) Apple Board Recitals Apple Board Recommendation 4.02(b) Apple Organizational Documents 4.01 Apple Payment Fund 2.01(b) Apple Permits 4.12 Apple Registered IP 4.19(a) Apple Regulatory Agency 4.14(a) Apple Regulatory Permits 4.14(a) Apple SEC Documents 4.07(a) Bankruptcy and Equity Exceptions 4.02(a) Capitalization Date 4.05(a) Cash Consideration 2.01(a) Closing 1.02 Closing Date 1.02 Continuing Employees 8.03(a) Court Documentation 3.01(a)(viii) Court Order 1.03 CVR 2.01(a) CVR Agreement Recitals Depositary Custodian 2.01(b) Effect Material Adverse Effect definition Effective Time 1.03 EMA Section 4.14(e) End Date 10.01(b)(i) Excluded Benefits Section 8.03(a) FDA 4.14(a) FDCA 4.14(a) Forms of Proxy 3.01(a)(ii) In-the-Money Unvested Apple Share Option 2.02(c) 2.01(b) In-the-Money Vested Apple Share Option Section 2.02(c) Section 2.01(d) Indemnified Party 7.01(b) Labor Agreement 4.15(a)(iii) Leases 4.21 Material Contract 4.15(a) Material Supplier 4.27 Maximum Amount 7.01(c) Nasdaq 4.03 New Plans 8.03(b) Authorized Person 2.01 No-Vote Termination Fee Section 10.03(a)(iii) Non-U.S. Plan 4.17(j) Old Plans 8.03(b) Ordinary Termination Fee 10.03(a)(ii) Other Required Filing 3.01(a)(iii) Parties Preamble Paying Agent 2.01(b) Payoff Letter Section 8.08 Per ADS Cash Consideration 2.01(a) Per ADS CVR 2.01(a) Per ADS Transaction Consideration 2.01(a) PHSA 4.14(a) Proxy Statement 3.01(a)(i) Protected Data Section 4.20(c) Purchaser Preamble Purchaser Board 5.01(aRecitals Purchaser Organizational Documents Section 5.04 Real Properties 4.21 Regulation S-K 4.07(g) Capital Account 3.03 Closing 10.03 Company Introductory Paragraph Company Minimum Gain Exhibit C Company Tax Rep 4.04(cRelevant Participant Section 2.02(i) Dissolution Event 9.01(aRetention Award Section 8.03(h) Distribution Threshold 2.09(cRetention Pool Section 8.03(h) Existing Owners 3.05(cRights Agent Recitals Scheme Document Annex 3.01(a)(i) Firm 11.14 IPO 3.05(bSecond Request 8.02(c) Later Year 4.04(cSenior Counsel 3.01(a)(x) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(aTail Coverage Section 7.01(c) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(cTakeover Code Section 4.26 Transaction Recitals Transaction Consideration 2.01(a) Public Safety 8.01 Put Notice 10.01 Representative 5.01(aTransaction Documentation Section 3.01(a)(iv) Redemption Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(bTransaction Litigation 6.03 Transfer Taxes 11.04 Transition Award Section 2.02(i) Tax Matters Member 4.04(cTransitional Cash Plan Section 2.02(i) Transfer 8.01 Transfer Notice 8.02(aUnvested Apple PSU Section 2.02(g) Transferor 8.02(aUnvested Apple RSU Section 2.02(f) Ultimate Rules 4.08 Unitholder 4.04(cUnvested Awards Section 2.02(i) Units Sale 8.03(a)Unvested Cash Consideration Section 2.02(j) Unvested CVR Consideration Section 2.02(j) IN THE HIGH COURT OF JUSTICE CR - [2023] - [●]

Appears in 1 contract

Sources: Transaction Agreement (Orchard Therapeutics PLC)

Terms Defined Elsewhere. Each of the The following capitalized terms, when used terms are defined elsewhere in this Agreement, has the meaning provided for such term in the Section of this Agreement set forth beside such term as indicated below: Term Section Additional Interests 3.05(bAffiliated Transactions §3.17 Agreement Preamble Anti-Money Laundering Laws §3.19(d) Adjusted Capital Bank Account Exhibit C Aggregate §3.23 Chancery Court §10.7(b) Closing §1.2 Closing Date §1.2 Company Preamble Company Board Recitals Company Employees §5.13(a) Company Documents §3.3 Consent Statement §5.1(b) Continuing Employee §5.13(a) Deductible Amount §8.5(a) Definitive Financing Agreements §5.9(b) DGCL Recitals Dissenting Shares §2.5 Effective Time §1.2 Exchange Agent §2.3(a) Exchange Fund §2.3(a) Financial Statements §3.7(a) First Certificate of Merger §1.2(a) First Merger Recitals Fractional Share Consideration 8.03(b§2.1(a) Authorized Holdback Shares §2.4 Indemnified Person 2.01 §5.5(a) Insurance Policy §3.15 Intended Tax Treatment §5.12 Intermediate Surviving Corporation §1.1(a)(i) Latest Balance Sheet §3.7(a) Lease §3.9(a) Leased Real Property §3.9(a) Letter of Transmittal §2.3(b)(i) LLCA Recitals Majority Holders §5.1(a) Material Contracts §3.11(a) Material Customer §3.21(a) Material Vendor §3.21(b) Mergers Recitals Merger Consideration §2.1(a)(iii) Merger Sub I Preamble Merger Sub II Preamble Merger Subs Preamble Merger Sub Common Stock §2.1(c) Nondisclosure Agreement §5.2(b) Outside Date §7.1(d) Parent Preamble Parent Board 5.01(aRecitals Parent Documents §4.2 Parent Material Adverse Effect §6.3(a)(iii) Capital Account 3.03 Closing 10.03 Parent SEC Reports §4.6(a) Parent Special Committee Recitals Parent Transfer Agent §2.3(a)(i) Plans §3.14(a) Remaining Holdback Shares §2.4 Second Certificate of Merger §1.2(b) (a) stockholders Recitals Surviving Company Introductory Paragraph Company Minimum Gain Exhibit C Company Tax Rep 4.04(c) Dissolution Event 9.01(a) Distribution Threshold 2.09(c) Existing Owners 3.05(c) Firm 11.14 IPO 3.05(b) Later Year 4.04(c) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(a) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(c) Public Safety 8.01 Put Notice 10.01 Representative 5.01(a) Redemption Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(b) Tax Matters Member 4.04(c) Transfer 8.01 Transfer Notice 8.02(a) Transferor 8.02(a) Ultimate Rules 4.08 Unitholder 4.04(c) Units Sale 8.03(a§1.1(a)(ii)

Appears in 1 contract

Sources: Merger Agreement (A-Mark Precious Metals, Inc.)

Terms Defined Elsewhere. Each The following is a list of the following capitalized terms, when additional terms used in this Agreement, has Agreement and a reference to the meaning provided for Section hereof in which such term in the Section is defined: Acquisition Sub Preamble Acquisition Sub Company Common Stock 2.8(c) Agreement Preamble Antitrust Laws 5.5 Certificates 2.10(b) Closing 2.3(a) Closing Adjustment 2.14(b) Closing Cash 2.14(a) Closing Cash Target 2.14(a) Closing Consideration Allocation Schedule 2.9(c) Closing Date 2.3(a) COBRA Coverage 3.12(e) Collective Bargaining Agreement 3.17(a) Company Preamble Company Assets 3.5 Company Bylaws 2.3(c)(ii) Company Disclosure Schedule Article III: Preamble Company-Owned Intellectual Property 3.18(a) Company Stockholder Approval 3.3(b) Company Warrants 3.4(c) Confidentiality Agreement 5.4(d) Copyrights 3.18(a) DGCL 4.3(a) Dissenting Shares 2.12 DOJ 5.5(b) Early Termination Election 7.1(c) Early Termination Override Notice 7.1(c) Effective Time 2.2 Employee Plans 3.12(a) Employment Agreements 2.3(b)(iv) Estimated Closing Cash 2.14(b) Exchange Act 4.5(a) FCPA 3.25(a) FTC 5.5(b) General Enforceability Exceptions 3.3(a) In-Bound License Agreements 3.6(a)(v) Indemnified Officers 5.7(a) Infringes 3.18(d) Insurance 3.19 Intellectual Property 3.18(a) Letter of this Transmittal 2.10(b) License Agreement set forth beside such term below: Term Section Additional Interests 3.05(b3.6(a)(v) Adjusted Capital Account Exhibit C Aggregate Consideration 8.03(bMaterial Contracts 3.6(a) Authorized Person 2.01 Board 5.01(aMerger 2.1 Merger Certificate 2.2 Money Laundering Laws 3.25(b) Capital Account 3.03 Multi-Employer Plan 3.12(a) Non-Union Employees 5.8(a) NRS 2.1 Out-Bound License Agreements 3.6(a)(v) Outside Date 7.1(b) Parent Preamble Parent SEC Documents 4.5(a) Parent Stockholder Approval 4.3(b) Party Representative 5.2(a) Patents 3.18(a) Payoff Letter 2.9(b) Pre-Closing 10.03 Company Introductory Paragraph Company Minimum Gain Exhibit C Company Tax Rep 4.04(cTaxes 3.10(a) Dissolution Event 9.01(aReal Property Leases 3.7(a) Distribution Threshold 2.09(cReal Property Permits 3.7(g) Existing Owners 3.05(cRecord Retention Period 5.12 Representative Preamble Requested Information 5.4(b) Firm 11.14 IPO 3.05(b▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act 4.5(a) Later Year 4.04(cSEC 4.5(a) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(aSecurities Act 4.5(a) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(cSettlement Accountants 2.13(e) Public Safety 8.01 Put Notice 10.01 Representative 5.01(aSoftware 3.18(a) Redemption Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(bSpecial Meeting 5.3(e) Tax Matters Member 4.04(cStock Plan 3.4(b) Transfer 8.01 Transfer Notice 8.02(aSurviving Corporation 2.1 Systems 3.18(o) Transferor 8.02(aThird Party Intellectual Property 3.18(b) Ultimate Rules 4.08 Unitholder 4.04(cTrade Secrets 3.18(a) Units Sale 8.03(aTrademarks 3.18(a) Transaction Fee Statement 2.9(a) WARN Act Laws 3.17(d)

Appears in 1 contract

Sources: Merger Agreement (Sito Mobile, Ltd.)

Terms Defined Elsewhere. Each of the following capitalized terms, when As used in this Agreement, has the meaning provided for such term following capitalized terms are defined in this Agreement as referenced in the Section following table: Agreement Preamble Bylaws Capitalization Date Change of this Agreement set forth beside such term below: Term Section Additional Interests 3.05(bRecommendation Charter 3.2 5.2(a) Adjusted Capital Account Exhibit C Aggregate Consideration 8.03(b7.2(d) Authorized Person 2.01 Board 5.01(a(i)(F) Capital Account 3.03 3.1 Closing 10.03 2.1 Closing Date Company Introductory Paragraph Company Minimum Gain Exhibit C Approvals Company Disclosure Letter Company Personal Information Company Recommendation Company Tax Representation Letter Continuation Period D&O Insurance Delisting Period Effective Time Exchange Fund FDA FDA Licenses Fundamental Action Governmental Antitrust Entity Interim Period Legal Restraint Material Contract Material Customer Material Vendor Merger Merger Sub Non-Wholly Owned Subsidiary Notice of Redemption Notice Notice Period Outside Date Parent Parent Approvals Parent DSU Parent Option Parent RSU Parent Tax Representation Letter Parent SAR Parties Permitted Confidentiality Agreement Potential Purchasers Potential Sale Transaction Privacy and Security Measures Privacy-Related Contracts Proxy Statement 2.1 Preamble 5.4(a) Article V 5.18(l) 5.3(b) 7.18(c) 7.11(a) 7.12(b) 7.17(a) 2.2 4.3(a)(i) 5.20(a) 5.20(a) 7.2(d)(iii) 7.6(b)(ii) 7.1(a) 8.1(c) 5.11(a) 5.12(a) 5.12(b) Recitals Preamble 5.2(f) 7.13(a) 7.2(d)(iii) 7.2(d)(iii) 9.2(a) Preamble 6.4(a) 4.2(f) 4.2(a) 4.2(c) 7.18(c) 4.2(e) Preamble 7.2(b)(i) 7.6(d) 7.6(d) 5.18(k) 5.11(a)(vi) 7.3(a) -2- Stock Ownership Rep 4.04(cSupport Agreement Surviving Corporation Tax Representation Letters Third-Party Consents 6.8 Recitals 2.3 7.18(c) Dissolution Event 9.01(a) Distribution Threshold 2.09(c) Existing Owners 3.05(c) Firm 11.14 IPO 3.05(b) Later Year 4.04(c) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(a) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(c) Public Safety 8.01 Put Notice 10.01 Representative 5.01(a) Redemption Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(b) Tax Matters Member 4.04(c) Transfer 8.01 Transfer Notice 8.02(a) Transferor 8.02(a) Ultimate Rules 4.08 Unitholder 4.04(c) Units Sale 8.03(a)7.8

Appears in 1 contract

Sources: Merger Agreement

Terms Defined Elsewhere. Each of the The following capitalized terms, when used terms are defined elsewhere in this Agreement, has the meaning provided for such term in the Section of this Agreement set forth beside such term as indicated below: Term Section Additional Interests 3.05(bAgreement Preamble Board Observer 5.3(b) Adjusted Capital Account Exhibit C Aggregate Consideration 8.03(bCompany Preamble Confidential Information 5.2(a) Authorized Person 2.01 Board 5.01(aCorporate Opportunity Party 5.7 Demand 4.1(a) Capital Account 3.03 Closing 10.03 Company Introductory Paragraph Company Minimum Gain Exhibit C Company Tax Rep 4.04(cDemand Registration 4.1(a) Dissolution Event 9.01(aDrag Notice 3.7(b) Distribution Threshold 2.09(cDrag-Along Sale 3.7(a) Existing Owners 3.05(cDragged Shareholders 3.7(a) Firm 11.14 Dragging Shareholders 3.7(a) Excess Shares 2.1(c) Executive Transfer 3.2(c) Family Member 3.2(b) Form S-3 Registration Statement 4.3(b) Form S-3 Shelf Registration Statement 4.3(b) Fully Participating Shareholder 2.1(c) Initial Exercise Period 3.5(b) Initial Purchaser 2.1(g) Initiating Shelf Holder 4.4(a) IPO 3.05(bHoldback Period Appendix Legend 6.1 Marketed Underwritten Shelf Take-Down 4.4(b) Later Year 4.04(cNew Issuance 2.1(a) Majority Member Introductory Paragraph Member Nonrecourse Debt Exhibit C Member Nonrecourse Debt Minimum Gain Exhibit C Member Nonrecourse Deductions Exhibit C Minority Member Representative 5.02(aNew Issuance Notice 2.1(a) Nonrecourse Deductions Exhibit C Nonrecourse Liability Exhibit C Partnership Representative 4.04(cNon-Electing Shares 3.6(d) Public Safety 8.01 Put Non-Marketed Underwritten Shelf Take-Down 4.4(c) Non-Marketed Underwritten Shelf Take-Down Notice 10.01 Representative 5.01(a4.4(d) Redemption Notice Recipient 4.4(d) Offer Notice 3.5(a) Offer Price 10.02 Safe Harbor Election 4.08 Tax Distributions 4.02(b3.5(a) Tax Matters Member 4.04(cOffered Securities 2.1(a) Transfer 8.01 Transfer Notice 8.02(a) Transferor 8.02(a) Ultimate Rules 4.08 Unitholder 4.04(c) Units Offered Tag-Along Sale 8.03(aShares 3.6(b)

Appears in 1 contract

Sources: Shareholders Agreement (Michael Kors Holdings LTD)