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:
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acceptance Time Section 1.1(e) Aggregate Xxxxxx Payable Amount Section 1.1(f)(iii) Agreement Preamble Bankruptcy Cases Section 5.9 Company Preamble Company Board of Directors Recitals Company Board Recommendation Recitals Company Disclosure Letter Article II Company Party Section 1.1(f)(iii) Company Shares Recitals D&O Insurance Section 5.4(c) Enforceability Limitations Section 2.3(b) Equity Award Cash Consideration Section 1.1(h) Equity Award Xxxxxx Payment Section 1.1(h) Exculpation and Indemnification Agreements Section 5.4(b) Indemnified Parties Section 5.4(a) Annex A-5 Xxxxxx Section 1.1(f)(iii) Xxxxxx Claim Section 1.1(f)(iii) Offer Recitals Offer Conditions Section 1.1(a)(iv) Offer to Purchase Section 1.1(a)(iii) Outside Date Section 6.1(d) Party Preamble Per Member Xxxxxx Payable Amount Section 1.1(f)(i) Per Share Xxxxxx Payable Amount Section 1.1(f)(ii) Process Agent Section 7.9(c) Prospector Rig Acquisition Section 5.9 Purchaser Preamble Purchaser Disclosure Letter Article III Tail Period Section 5.4(c) Tender Offer Consideration Section 1.1(a)(ii) Tendering Members Recitals Termination Payment Section 6.2(b) Annex A-6 Annex B List of Tendering Members The information contained on this page has been redacted for confidentiality purposes. Annex B-1 The information contained on this page has been redacted for confidentiality purposes. The information contained on this page has been redacted for confidentiality purposes, other than the totals listed below. Total 3,407,072 67.90% *Percentages are rounded off to the nearest second decimal point and are calculated based on 5,017,556 total outstanding Shares as of the date hereof. Annex B-3 Annex C Form of Offer to Purchase (see attached) The attachment to this Annex C has been intentionally omitted. Annex X-0 Xxxxx X Xxx Xxxxxxxx Xxxxxxxx Xx the date falling 5 days before the agreed date for the Acceptance Time and again immediately prior to the Acceptance Time, the Company shall provide Purchaser with responses to each of the following inquiries from the rig manager of each of the Prospector Rigs via electronic mail (from a company or ship email address):
Terms Defined Elsewhere. Each of the following terms is defined in the Section of this Agreement set forth opposite such term below: Term Section "Acceptable Confidentiality Agreement" Section 5.3(j)(i) "Agreement" Preamble "Amended and Restated Agreement" Preamble "Amended and Restated Voting Agreement" Recitals "Amendment No. 1" Preamble "Bankruptcy and Equity Exception" Section 3.3(a) "Book-Entry Shares" Section 2.2(a) "Certificate of Merger" Section 1.3 "Certificates" Section 2.2(a) "Change of Recommendation" Section 5.3(d) "Closing" Section 1.2 "Closing Date" Section 1.2 "Company" Preamble "Company 401(k) Plans" Section 6.7(c) "Company Acquisition Agreement" Section 5.3(d) "Company Benefit Plans" Section 3.9(a) "Company Board" Section 3.3(a) "Company Board Recommendation" Section 3.3(a) "Company Capitalization Date" Section 3.2(a) "Company Common Stock" Recitals Term Section "Company Disclosure Letter" Article III "Company Equity Awards" Section 2.4(e) "Company Leased Real Property" Section 3.17(b) "Company Overlap Product" Section 6.2(c) "Company Permits" Section 3.7(b) "Company Preferred Stock" Section 3.2(a) "Company Remedial Action" Section 6.2(c) "Company Restricted Share Awards" Section 2.4(c) "Company RSU Awards" Section 2.4(b) "Company SEC Documents" Section 3.4(a) "Company Stock Option" Section 2.4(a) "Competing Proposal" Section 5.3(j)(i) "Continuing Employee" Section 6.7(a) "D&O Insurance Policy" Section 6.4 "DGCL" Section 1.1 "Dissenting Share" Section 2.3(a) "DOJ" Section 6.2(b) "Effective Time" Section 1.3 "Exchange Agent" Section 2.2(a) "Exchange Fund" Section 2.2(a) "Execution Date" Preamble "FDA Laws" Section 3.13(a) "Federal Health Care Programs" Section 3.13(j) "FTC" Section 6.2(b) "GAAP" Section 3.4(b) "GLP" Section 3.13(c) "HIPAA" Section 3.13(i) "IND" Section 3.13(d) "Indemnified Parties" Section 6.4 "Material Contracts" Section 3.20(a) "Merger" Recitals
Terms Defined Elsewhere. The following terms are defined in this Agreement as follows: “Agreement” Preamble
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: 401(k) Termination Date Section 7.7(c) Acceptance Time Section 1.1(f) Adjusted Option Section 3.4(b) Adjusted RSU Section 3.4(d) Agreement Preamble Arrangements Section 7.14 Book-Entry Shares Section 3.2(b) Cancelled Shares Section 3.1(b) Certificates Section 3.2(b) Change of Recommendation Section 6.3(a) Closing Section 2.2 Closing Date Section 2.2 COBRA Section 4.10(d) Company Preamble Company Benefit Plans Section 4.10(a) Company Board of Directors Recitals Company Board Recommendation Recitals Company Capitalization Date Section 4.2(a) Company Common Stock Recitals Company Compensation Committee Section 7.14 Company Disclosure Letter Article IV Company Equity Schedule Section 4.2(b) Company Permits Section 4.9(b) Company Preferred Stock Section 4.2(a) Company SEC Documents Section 4.5(a) Company Shares Recitals Company Stockholders Recitals Convertible Senior Notes Section 7.15 DGCL Recitals Dissenting Shares Section 3.3(a) DOJ Section 7.2(b) Enforceability Limitations Section 4.3(c) Exchange Agent Section 3.2(a) Exchange Fund Section 3.2(a) Fractional Share Consideration Section 3.1(a) FTC Section 7.2(b) GAAP Section 4.5(b) Indemnified Parties Section 7.4(a) Indenture Section 7.15 Intervening Event Section 6.3(d) Material Contract Section 4.17(a) Minimum Condition Section 1.1(a)(i)
Terms Defined Elsewhere. The following terms are defined herein in the sections identified below:
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: Acquisitions 46 Additional Dividend Amount 67 Agreement 1 Articles Amendment 2 Articles of Merger 2 Bankruptcy and Equitable Exceptions 12 Base Amount 66 Blue Sky Laws 13 Change in Eagle Recommendation 61 Change in Raven Recommendation 61 Chosen Courts 83 Closing 2 Closing Date 2 Closing Dividend Date 67 Code 1 Continuation Period 63 Continuing Employees 63 Converted Entity 68 Debt Transaction 69 Debt Transaction Documents 69 Disregarded Entity 68 DOS 2 Eagle 1 Eagle Base Amount 77 Eagle Benefit Plans 19 Eagle Book-Entry Shares 3 Eagle Capitalization Date 11 Eagle Certificates 3 Eagle Common Stock 3 Eagle Disclosure Letter 9 Eagle Employees 21 Eagle ESPP 9 Eagle Expense Reimbursement 79 Eagle Expense Reimbursement Base Amount 79 Eagle Intellectual Property 26 Eagle Leases 24 Eagle LTIP Award 8 Eagle Preferred Stock 11 Eagle Properties 23 Eagle Property 23 Eagle Qualified DC Plan 64 Eagle Required Vote 22 Eagle Restricted Stock Award 8 Eagle SEC Documents 14 Eagle Stock Option 7 Eagle Stockholders Meeting 56 Eagle Tax Representation Letter 49 Eagle Termination Fee 77 Eagle Third Party 24 Eagle Title Insurance Policy 25 Effective Time 2 Eligible Shares 3 EPCRA 87 Exchange Act 13 Exchange Agent 4 Exchange Fund 4 Exchange Ratio 1 Excluded Shares 3 FBCA 2 Form X-0 00 Xxxxxxx Xxxxxxxxxxxx 1 Governance Agreement 1 Governmental Entity 13 HMTA 87 Indemnified Parties 65 Joint Proxy Statement/Prospectus 55 Letter of Transmittal 4 Material Eagle Leases 24 Material Raven Leases 40 Merger 2 Merger Consideration 1 Merger Consideration Cashout Value 7 MGCL 2 New Plans 63 Notice of Superior Proposal Recommendation Change 61 NYSE 6 Organizational Documents 10 Outside Date 74 Parties 1 Party 1 Payoff Letters 70 Permits 26 Qualifying Income 78 Raven 1 Raven Base Amount 78 Raven Benefit Plans 37 Raven Capitalization Date 28 Raven Disclosure Letter 27 Raven Employees 38 Raven Expense Reimbursement 79 Raven Expense Reimbursement Base Amount 79 Raven Intellectual Property 42 Raven Leases 40 Raven Operating Partnership 28 Raven Properties 39 Raven Property 39 Raven Required Vote 39 Raven Restricted Stock Award 8 Raven SEC Documents 31 Raven Stock Issuance 39 Raven Stockholders Meeting 56 Raven Tax Representation Letter 54 Raven Termination Fee 78 Raven Third Party 41 Raven Title Insurance Policy 00 XXXX 00 REIT Requirements 77 Xxxxxxxx-Xxxxx Act 14 SDAT 2 Securities Act 9 Series 6 Raven Preferred Stoc...
Terms Defined Elsewhere. For purposes of this Agreement, the following terms have the meanings set forth in the sections indicated: Term Section Action 7.10(a) Affiliate 1.1 Agreement Preamble Alternative Proposal 7.3(h)(i)
Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below: “Acquisition Proposal” Section 5.3(i)(i) “Agreement” Preamble
