Section 3.2 definition

Section 3.2 means Section 32 Fund 2, LP.
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Section 3.2. Losses" Section 2.3(c)(i) "Material Adverse Effect" Section 3.1(b) "MCAC" First paragraph "MCAC Common Stock" Section 2.3(a) "MCSC" First paragraph "MCSC Common Stock" Section 2.3(b) "MCSC Group" Section 5.7(a) "MCSC Loss" Section 5.7(a) "MCSC Preferred Stock" Section 4.1(a)(i) "MCSC Securities" Section 2.3(c)(i) "Merger" Second "Whereas" paragraph "Xx. Xxxxxx" First paragraph AGREEMENT AND PLAN OF REORGANIZATION PAGE 4
Sample 1
Section 3.2. Closing Balance Sheet" Section 3.4.1 "Closing New Store Expenditures Amount" Section 3.4.1 "Closing Date" Section 3.2 "Closing Working Capital Amount" Section 3.4.1 "Common Stock" Recitals "Company" Preamble "Competing Business" Section 7.11.1 "Contracts" Section 5.10 "EBITDA" Section 8.14 "Enterprise Value" Section 1.2.46 "Equity Purchase Price" Section 3.1 "Escrow Agent" Section 3.1.1 "Escrow Agreement" Section 3.1.1 "Estimated Closing New Store Expenditures Amount" Section 3.1.2 "Estimated Closing Working Capital Amount" Section 3.1.1 "Financial Statements" Section 5.3.1.2 "Fully Diluted Shares" Section 1.2.33 "Hazardous Substance" Section 5.15 "Hold-Back Amount" Section 3.1.1 "Indemnified Party" Section 10.6 "Indemnifying Party" Section 10.6 "Initial Sellers" Recitals "Insurance Policies" Section 5.12 "Interim Financials" Section 5.3.1.2 "IRS" Section 5.13.4 "Lease Consents" Section 7.3.3 "Leases" Section 5.7.2 "Licenses" Section 5.9.2 "Maximum Aggregate Loss" Section 10.3.1 "Option Consideration" Section 2.2 "Option Hold-Back Amount" Section 3.1 "Options" Section 2.2 "Option Working Capital Hold-Back" Section 3.1
Sample 1

Examples of Section 3.2 in a sentence

  • The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

  • The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

  • The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.

  • Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.

  • Upon the issuance of any new Warrant Certificate under this Section 3.2, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith.

  • Every substitute Warrant Certificate executed and delivered pursuant to this Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder.

  • The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

  • Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time.

  • In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54).

  • Registry Operator understands that the mitigation measures required by ICANN as a condition to activation of names in the DNS zone for the TLD may include, without limitation, mitigation measures such as those described in Section 3.2 of the New gTLD Name Collision Occurrence Management Plan approved by the ICANN Board New gTLD Program Committee (NGPC) on 7 October 2013 as found at <xxxx://xxx.xxxxx.xxx/en/groups/board/documents/resolutions-new-gtld-annex-1-07oct13-en.pdf>.


More Definitions of Section 3.2

Section 3.2. Special Notice Provisions" Section 6.4(b) "Taking Termination Date" Section 7.3(f) "Taxes and Impositions": Section 5.5 "Tenant Notice" Section 5.3(b) "Tenant Property": Section 5.9 "Tenant Work": Section 5.1.1 "Tenant's Architect": Section 5.1.2 "Tenant's Contractor": Section 5.1.3
Sample 1
Section 3.2. Term Definition ---- ---------- "Year End Financials" Section 5.3.1.1
Sample 1
Section 3.2. Closing Agreements" Section 7.2 "Closing Balance Sheet" Section 3.4(a) "Closing Date" Section 3.2 "Commitment Letter" Section 5.6 "Company" Recitals "Company Net Assets" Section 3.4(a) "Company Net Assets Statement" Section 3.4(a) "Company Plan" Section 9.1(c) "Confidentiality Agreement" Section 6.3 "Consent" Section 6.18 "Contracts" Section 4.8 "Coopers" Section 3.4(a) "Coopers Report" Section 3.4(a) "Delivered Lease" Section 6.18 "DOL" Section 4.14(a) "Employee" Section 9.1(a) "Environmental Condition" Section 10.8
Sample 1
Section 3.2. [This Section 3.2 is intentionally omitted.]"
Sample 1
Section 3.2. Party or Parties" Recitals "Pension Plan(s)" Section 2.21(a)(ii) "Shareholders Agreement" Section 4.2 "Software" Section 2.16 "Specific Indemnity Matters" Section 9.2 "Surviving Corporation" Section 1.2 "Target Employee Payments" Section 4.14 "Welfare Plan(s)" Section 2.21(a)(i) "Year 2000 Problem" Section 2.29
Sample 1

Related to Section 3.2

  • Section 4(2) shall have the meaning set forth in the recitals of this Agreement.

  • Section 3 means Section 3 of the Housing and Urban Development Act of 1968.

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Section 2 Nonresident BIDDER" means a BIDDERS whose principal place of business is not in this state, but excludes a contractor whose ultimate parent company or majority owner has its principal place of business in this state.

  • Section 504 Plan means a student’s individualized plan developed by the student’s Section 504 multidisciplinary team after a pre-placement evaluation finding the student is disabled within the meaning of Section 504 and its implementing regulations.

  • Section 504 means section 504 of the Act.

  • Section 102 means section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.

  • Section 8 means Section 8(c)(2)(A) of the United States Housing Act of 1937, as amended.

  • Section 1 Registered" Section 1 "Registrable Securities" Section 1 "Registration Statement" Section 2.5(a)(i) "Releases" Section 5.13 "SEC" Section 2.5(a)(i) "SEC Documents" Section 5.8 "SEC Filings" Section 1 "Securities Act" Section 1 "Selling Period" Section 1 "Selling Period Obligation" Section 1 "Settlement" Section 1 "Settlement Date" Section 1 "Significant Subsidiaries" Section 5.20 "Subsidiaries Section 5.3 "Suit" Section 5.18(c) "Tax Return" Section 1 "Taxes" Section 1 "Trading Day" Section 1 "Transfer Agent" Section 1 "Underwriter" Preamble "Underwriter's Clearing Broker" Section 1 "Underwriting Price" Section 1 "Underwriter Sales Notice" Section 2.3(b) "Violations" Section 9.1(a) "VWAP" Section 1 "WARN" Section 5.11 PROVISIONAL PATENT APPLICATION HAS BEEN FILED COMMON STOCK UNDERWRITING AGREEMENT COMMON STOCK UNDERWRITING AGREEMENT dated as of November 1, 2000 (the "Agreement"), between Ramius Securities, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Underwriter"), and Triangle Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company").

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Subsection means subsection of the section in which the term is used;

  • Sectional Plan means the sectional plan approved or to be approved by the Surveyor-General and to be registered in the relevant deeds registry;

  • Paragraph 3 The use of new instructional materials and classroom presentations that may involve controversial issues should be planned by the individual teacher and discussed with the department chairman and the building principal before they are initiated in the classroom.

  • Paragraph 4 The teacher, not the Board, has the responsibility to initiate a change or the termination of the purchase of tax-deferred annuities in accordance with established Board policies.

  • Section 16 means Section 16 of the Exchange Act and the rules promulgated thereunder and any successor provision thereto as in effect from time to time.

  • Gross beta particle activity means the total radioactivity due to beta particle emission as inferred from measurements on a dry sample.

  • Section 1110 means Section 1110 of the Bankruptcy Code.

  • Subsections shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided.

  • Particle accelerator means any machine capable of accelerating electrons, protons, deuterons, or other charged particles in a vacuum and of discharging the resultant particulate or other radiation into a medium at energies usually in excess of one MeV. For purposes of this definition, "accelerator" is an equivalent term.

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • Section means a section of the Act.

  • This means we liquidate purchase payments in the order they were made: the oldest unliquidated purchase payment first, the next oldest unliquidated purchase payment second, etc., until all purchase payments have been liquidated. The surrender charge as to any liquidated purchase payment is determined by multiplying the amount of the purchase payment being liquidated by the applicable percentage shown in the Schedule. The total surrender charge will be the sum of the surrender charges for each purchase payment being liquidated. In a partial withdrawal, the surrender charge is deducted from the Account Value remaining after you are paid the amount requested. The amount requested from a Sub-Account may not exceed the value of that Sub-Account less any applicable surrender charge. In a complete withdrawal (or surrender of this Contract), it is deducted from the amount otherwise payable. CHARGES -------------------------------------------------------------------------------- The types and amounts of charges and when and how they are deducted are described in the Schedule. OWNER, ANNUITANT AND BENEFICIARY -------------------------------------------------------------------------------- The Owner - You are the Owner of this Contract. You have the rights and options described in this Contract, including but not limited to the right to receive the income payments beginning on the Income Date. One or more people may own this Contract. The Annuitant - Unless another Annuitant is shown in the Schedule, you are also the Annuitant. You may name a Contingent Annuitant. You will be the Contingent Annuitant unless you name someone else. If there are joint Owners, we will treat the youngest Owner as the Contingent Annuitant, unless you elect otherwise. If you are not the Annuitant and the Annuitant dies before the Income Date, the Contingent Annuitant becomes the Annuitant. If the Annuitant dies and no Contingent Annuitant has been named, we will allow you sixty days to designate someone other than yourself as Annuitant. The Beneficiary - We pay the death benefit to the primary Beneficiary (unless there are joint Owners in which case proceeds are payable to the surviving Owner). If the primary Beneficiary dies before the Owner, the death benefit is paid to the Contingent Beneficiary, if any. If there is no surviving Beneficiary, we pay the death benefit to the Owner's estate. One or more persons may be named as primary Beneficiary or Contingent Beneficiary. We will assume any death benefit is to be paid in equal shares to the multiple surviving Beneficiaries unless you specify otherwise. You have the right to change Beneficiaries. However, if you designate the primary Beneficiary as irrevocable, you may need the consent of that irrevocable Beneficiary to exercise the rights and options under this Contract. Change of Owner, Beneficiary or Annuitant - During your lifetime and while this Contract is in force you can transfer ownership of this Contract or change the Beneficiary, or change the Annuitant. (However, the Annuitant cannot be changed after the Income Date.) To make any of these changes, you must send us Satisfactory Notice. If accepted, any change in Owner, Beneficiary or Annuitant will take effect on the date you signed the notice. Any of these changes will not affect any payment made or action taken by us before our acceptance. A change of Owner may be a taxable event and may also affect the amount of death benefit payable under this Contract. DEATH BENEFITS -------------------------------------------------------------------------------- Death Benefit Before the Income Date - If any Owner dies before the Income Date, we will pay the Beneficiary the greatest of the following:

  • Paragraph 2 A committee of teachers representing all buildings and curriculum areas and working in cooperation with the district leadership team shall be formed prior to the end of the school each year to plan the in-service activities for the next school year.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • Gross alpha particle activity means the total radioactivity due to alpha particle emission as inferred from measurements on a dry sample.