Other Definition Sample Clauses

Other Definition. For purposes of this Agreement, “Proxy Term” shall mean the period from the execution of this Agreement until the earlier of (i) the date on which the Merger Agreement is terminated in accordance with its terms or (ii) the Effective Date.
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Other Definition. For the purposes of this Agreement, the terms listed below have the meanings ascribed to them in the respective sections of this Agreement set forth below. Term Location Accessed Party Section 4.03(a) Accessing Party Section 4.03(a) Acquired Companies Recitals Acquisition Section 1.02(c) Acquisition Engagement Section 9.16(a) Agreement Preamble Announcement Section 5.05 Anticipated Business Employees Section 2.27(a) Applicable Acquired ROW Equity Interests Section 1.03 Assumed Indebtedness Section 5.13(a) Benefits/Burdens Period Section 1.09(b) Business Financial Information Section 2.10(a) Business Financial Information Date Section 2.10(b) Business Intellectual Property Section 2.14(b) Business Interests Annex A Business Internal Reorganization Section 5.03 112 Business Key Customers Section 2.17 Business Key Suppliers Section 2.17 Business Material Contracts Section 2.16(b) Business Registered Intellectual Property Section 2.14(a) Business Transfer Documents Section 5.21 Buyer Preamble Buyer Acquisition Engagement Section 9.17(a) Buyer Aggregate Cap Section 8.04(b)(ii) Buyer Basket Amount Section 8.04(b)(iv) Buyer Board Recitals Buyer Counsel Section 9.17(a) Buyer De Minimis Amount Section 8.04(b)(iv) Buyer Debt Amount Section 6.03(f) Buyer General Cap Section 8.04(b)(ii) Buyer Indemnitees Section 8.02 Buyer Intellectual Property Section 3.12(b) Buyer Material Contracts Section 3.14(b) Buyer Parent Equity Financing Letter Recitals Claim Section 8.04(a) Closing Section 1.01 Closing Date Section 1.01 Closing Statement Section 1.06(b) Confidentiality Agreement Section 4.03(c) Consideration Allocation Schedule Section 1.03 Credit Support Items Section 5.15 Debt Financing Section 5.13(a) Dedicated Business Employees Section 4.03(d) Delayed Transfer Company Section 1.09(d) Direct Claim Section 8.06 Disclosing Party Section 5.04(b) DPA Section 2.20 Enforceability Exceptions Section 2.02(a) Equity Financing Letters Recitals Estimated Allocation Schedule Section 1.03 Estimated Assumed Indebtedness Amount Section 1.06(a) Estimated Closing Collaboration Adjustment Amount Section 1.06(a) Estimated Working Capital Adjustment Amount Section 1.06(a) Exclusion Right Section 1.10(b) Exclusion Right Exercise Date Section 1.10(b) Exclusivity Period Section 5.01 Existing Counsel Section 9.16(a) FCPA Section 2.19(a) Financing Section 5.13(a) Foreign Antitrust Approvals Section 5.02(a)(ii) 113 Foreign Antitrust Laws Section 2.07(b) Future Cash Consideration Section 1.05(b) H...
Sample 1
Other Definition. The following terms shall have the meanings defined in the Section indicated: Term Section Accounting Principles 2.4(b) Acquisition Transaction 5.13(d) Agreement Preamble Allocation 7.1(a) Annual Cash Bonus 6.4(a) Annual Cash Bonus Plan 6.4(a) Antitrust Termination Fee 9.3(b)(ii) Bank Secrecy Act 1.1 Bankruptcy Code 5.20(i) Base Purchase Price 2.2 Business Financial Statements 3.5(a) Business Leased Real Property 3.13(b) Business Material Contracts 3.16(a) Business Real Property Lease 3.13(b) Capital Gains Tax Exemption 7.6(b) Chosen Courts 11.3(a) Closing 2.1 Closing Adjustments 2.2 Closing Date 2.3(a) Closing Payment 2.2 Closing Purchase Price 2.2 Collection Fees and Expenses 9.3(c) Company Guarantees 5.9(b) Company Licensee 5.20(a) Company Licensor 5.20(b) Company Permits 3.10 Competing Business 5.13(c) Copyrights 1.1 Corporate Conversion 5.18(b) Corporate Names 5.12(a) Covered Tax Proceeding 7.8(a) Current Representation 11.12(a) D&O Indemnitees 5.17(a) D&O Policy 5.17(b) Deductible 10.3(b)(i) Delivery Date 7.6(b) Designated Person 11.12(a) Divested Entity 5.20(h)(ii) e-mail 11.7 Enforceability Exceptions 3.3 Equityholders Agreement 5.22 Estimated Closing Statement 2.4(a) Exemption Documentation 7.6(b) Final Closing Statement 2.6(c) Final Purchase Price 2.7 Financing Amounts 4.7 Guarantee Indemnified Party 5.9(b), 5.9(a) Guarantees 5.9(b) Indemnified Party 10.4(a) Indemnifying Party 10.4(a) Independent Accounting Firm 2.6(c) Initial Closing Statement 2.5(a) Internet Properties 1.1 KakaoBank True-Up Payment 5.21 Last Balance Sheet Date 3.5(b) Legal Restraints 8.1(b) Managers 5.19(a) Marks 1.1 Naver 4.4 NewCo 5.18(b) NewCo Transfer 5.18(b) Notice of Disagreement 2.6(a) Other Real Property 3.13(b) Outside Date 9.1(b)(i) Overall Cap 10.2(c) Parent Preamble Parent Disclosure Schedule Article III Parent Guarantees 5.9(a) Parent Indemnified Parties 10.3(a) Parent Licensees 5.20(b) Parent Licensors 5.20(a) Parent Releasees 11.14(a) Parent True-Up Payment 5.21 Parties Preamble Party Preamble Patents 1.1 Post-Closing Adjustment 2.7 Post-Closing Representation 11.12(a) Pre-Closing Actions 5.18(a) Pre-Closing Period 5.15 Purchaser Preamble -15- Purchaser Disclosure Schedule Article IV Purchaser Fundamental Representations 8.3(a) Purchaser Guarantor Preamble Purchaser Indemnified Parties 10.2(a) Purchaser Releasees 11.14(b) Purchaser Termination Fee 9.3(b)(i) Purchaser True-Up Payment 5.21 R&W Insurance Policy 5.16 RATI 7.8(b)(i) Refund Amount 7.8(d) Registered Bus...
Sample 1

Related to Other Definition

  • Other Definitions Defined in Term Section

  • Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Further Definitions The following terms have the meaning set forth in the Sections set forth below: Defined Term Location of Definition 10-K/10-Q Amendments § 5.07(a) 280G Approval § 7.04 280G Waiver § 7.04 A&R Holdco Organizational Documents § 2.04(c) Action § 4.10 Agreement Preamble Blue Sky Laws § 4.05(b) Business Combination Proposal § 8.13 Certificate of Company Merger § 2.02(b) Certificate of SPAC Merger § 2.02(c) Claims § 7.03 Closing § 2.02(a) Closing Date § 2.02(a) Closing Form 8-K § 8.01(e) Closing Press Release § 8.01(e) Code § 3.05(g) Collective Bargaining Agreement § 4.12(e) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Entities § 7.03 Company Merger Recitals Defined Term Location of Definition Company Merger Effective Time § 2.02(b) Company Merger Sub Preamble Company Merger Sub Board Recitals Company Merger Sub Common Stock § 3.02(e) Company Merger Surviving Corporation § 2.01 Company Permits § 4.06 Company Stockholders Recitals Confidentiality Agreement § 8.04(b) Continuing Employees § 8.05(a) Conversion § 3.02(a) Data Security Requirements § 4.14(h) Delayed 10-Q Filing § 5.07(a) DGCL Recitals Dissenting Shares § 3.07(a) D&O Tail § 8.06(b) Earn-Out Period § 3.04(a) Earn-Out Trigger § 3.04(a) Employment Matters § 4.12(a) Environmental Permits § 4.16 Exchange Act § 4.22 Exchange Agent § 3.05(a) Exchange Fund § 3.05(a) Exchanged Options § 3.02(f) Financial Statements § 4.08(a) Governmental Authority § 4.05(b) Health Plan § 4.11(k) Holdco Preamble Holdco Board Recitals Holdco Common Stock § 6.03(a) Holdco Warrant § 3.08 Intended Tax Treatment § 8.10(a) IRS § 4.11(b) Law § 4.05(a) Lease § 4.13(b) Lease Documents § 4.13(b) Letter Agreement § 9.02(h) Material Contracts § 4.17(a) Merger Subs Preamble Mergers Recitals Most Recent Balance Sheet § 4.08(b) Most Recent Balance Sheet Date § 4.08(b) Outside Date §10.01(b) Outstanding Company Transaction Expenses § 3.06(a) Outstanding SPAC Transaction Expenses § 3.06(b) Party Preamble Payment Spreadsheet § 3.01 PCAOB 2021 Audited Financials § 8.12 Plans § 4.11(a) PPACA § 4.11(k) Proxy Statement § 8.01(a) Reform Article IV

  • Other Definition Provisions (a) All terms defined in this Agreement shall have the above-defined meanings when used in the Debentures or any other Loan Documents, certificate, report or other document made or delivered pursuant to this Agreement, unless the context therein shall otherwise require.

  • Other Definitional Terms The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule, Exhibit and like references are to this Agreement unless otherwise specified.

  • Other Definitional Provisions (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

  • Other Definitions and Provisions With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (j) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including” and (k) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

  • Addition of Definitions With respect to the Senior Notes only, Section 1.01 of the Base Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):

  • 01 Definitions 1 SECTION 1.02

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