GSI Group definition

GSI Group has the meaning set forth in the preamble hereof.

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GSI Group is defined in the Introduction.

GSI Group means GSI and all existing and future subsidiaries of GSI including the Company.

Examples of GSI Group in a sentence

• Any notices, requests, and demands required or permitted to be provided under the Plan, in order to be effective, shall be in writing (including, without express or implied limitation, by facsimile transmission), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, to each of the following persons and addressed as follows: GSI Group Inc.

• All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by registered or certified mail, postage prepaid, return receipt requested, sent by overnight courier, or sent by facsimile (with confirmation of receipt), addressed as follows: If to the Company: The GSI Group, Inc.

• Novanta Corporation (f/k/a GSI Group Corporation) Prima U.S., Laserdyne Systems Division, Laserdyne Prima Inc.

• All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, by internationally recognized overnight courier service, by facsimile transmission, or by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses or facsimile numbers: If to the Company: GSI Group Inc.

• GSI GROUP INC., on behalf of itself and its affiliates and subsidiaries listed below By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer GSI Group Corporation MES International, Inc.

• Based on projected 2008 full year GSI Group Profit results against plan, no bonus for item 1 of the Incentive Bonus Plan is payable.

• The Company desires to grant the Optionee the opportunity to acquire an equity interest in the Company to encourage the Optionee’s contribution to the success and progress of the Company and its wholly-owned subsidiary, The GSI Group, Inc., a Delaware corporation (“GSI Group”).

• Concurrently with execution and delivery of this Agreement, the Company and GSI Group Corporation, a Michigan corporation (“GGC”), shall each enter into an Indemnification Agreement with the Executive in substantially the forms attached hereto as Exhibit A and Exhibit B (collectively, the “Indemnification Agreements”).

• Immediately prior to the Purchase Time, excluding the proceeds of the Financing, Parent, GSI Group Corporation or Purchaser will have unrestricted cash equal to at least $150,000,000 available to apply to the payment for Shares accepted for payment pursuant to the Offer and the payment of the Merger Consideration.

• Any and all notices referred to in this Agreement, or which any party desires to give to the other, shall be addressed as follows: Name Address To the Corporation The GSI Group, Inc.

More Definitions of GSI Group

GSI Group means collectively the GWC Group and the Retained Group.

GSI Group means The GSI Group, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of GSI Holdings.

GSI Group means The GSI Group, LLC, a Delaware limited liability company. “Hazardous Materials” means (i) any substance, material, or waste defined, identified, or classified as hazardous or toxic or as a pollutant or contaminant, or words of similar meaning, by any applicable Environmental Law, including crude oil, petroleum or petroleum byproducts, asbestos, asbestos-containing materials, polychlorinated biphenyls, and radioactive materials, and any other substance, material, or waste regulated by, or for which liability is imposed under, Environmental Law; and (ii) urea formaldehyde foam insulation, per- and polyfluoroalkyl substances, and radon. “Income Tax Liability Amount” means any and all accrued but unpaid income Taxes (including as a result of any amounts includible in gross income under Sections 951 or 951A of the Code) of any Group Company for any Pre-Closing Tax Period (determined on a jurisdiction- by-jurisdiction basis and each Tax type and not to be less than zero in respect of any jurisdiction and each Tax type). The calculation of Income Tax Liability Amount shall (A) exclude any deferred Tax liabilities or Tax assets, (B) take into account the effect of the any deductions attributable to Company Transaction Expenses to the extent available at a “more likely than not” or higher level of comfort to reduce (not below zero) the income Tax liability to which they are relevant, (C) be prepared in accordance with the past practice (including reporting positions and accounting methods) of the applicable Group Company in preparing Tax Returns for income Taxes unless otherwise required by a change in applicable Law, (D) exclude any income Tax liabilities resulting from actions taken by Purchaser or its Affiliates (including following the Closing, the Group Companies) on the Closing Date after the Closing outside the ordinary course of business (unless required or expressly permitted by any Transaction Document or required by applicable Law), (E) in the case of a Straddle Period, be determined in accordance with Section 6.3 and (F) exclude any corporate income Taxes which are the subject matter of a Seller Consolidated Return to the extent it is not reasonably be expected that any Group Company will be required to pay such corporate income Taxes after the Closing, including by way of a Tax Sharing Agreement. “Indebtedness” means, of any Person and as of any time, all (a) Funded Debt of such Person; and (b) any obligations of such Person to guarantee or other...