Share Merger Consideration
2.01(c)
Permit
3.09
Person
9.03(k)
Restraints
7.01(b)
Schedule 14D-9
1.02(a)
SEC
1.01(a)
Significant Subsidiary
3.02
Stockholder Approval
3.04(a)
Subsidiary
9.03(l)
Superior Proposal
9.03(m)
Surviving Corporation
1.04
Taxes
9.03(n)
Tender Offer Conditions
1.01(a)
Third Party
9.03(o)
Uncertificated Shares
2.02(a)
32
SECTION 9.04
Interpretation.
(A)
WHEN A REFERENCE IS MADE IN THIS AGREEMENT
TO AN ARTICLE, A SECTION, EXHIBIT OR SCHEDULE, SUCH REFERENCE SHALL BE TO AN
ARTICLE OF, A SECTION OF, OR AN EXHIBIT OR SCHEDULE TO, THIS AGREEMENT UNLESS
OTHERWISE INDICATED. THE TABLE OF CONTENTS AND HEADINGS CONTAINED IN THIS
AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE
MEANING OR INTERPRETATION OF THIS AGREEMENT. WHENEVER THE WORDS "INCLUDE",
"INCLUDES" OR "INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE
FOLLOWED BY THE WORDS "WITHOUT LIMITATION". 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. 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. THE DEFINITIONS CONTAINED IN THIS AGREEMENT
ARE APPLICABLE TO THE SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH TERMS AND TO
THE MASCULINE AS WELL AS TO THE FEMININE AND NEUTER GENDERS OF SUCH TERM. ANY
AGREEMENT, INSTRUMENT OR STATUTE DEFINED OR REFERRED TO HEREIN OR IN ANY
AGREEMENT OR INSTRUMENT THAT IS REFERRED TO HEREIN MEANS SUCH AGREEMENT,
INSTRUMENT OR STATUTE AS FROM TIME TO TIME AMENDED, MODIFIED OR SUPPLEMENTED,
INCLUDING (IN THE CASE OF AGREEMENTS OR INSTRUMENTS) BY WAIVER OR CONSENT AND
(IN THE CASE OF STATUTES) BY SUCCESSION OF COMPARABLE SUCCESSOR STATUTES AND
REFERENCES TO ALL ATTACHMENTS THERETO AND INSTRUMENTS INCORPORATED THEREIN.
REFERENCES TO A PERSON ARE ALSO TO ITS PERMITTED SUCCESSORS AND ASSIGNS.
33
(B)
ANY INFORMATION DISCLOSED IN ANY SECTION OF
THE COMPANY DISCLOSURE SCHEDULE SHALL BE CONSIDERED DISCLOSED IN EACH AND EVERY
OTHER COMPANY DISCLOSURE SCHEDULE IN WHICH THE INFORMATION IS REQUIRED TO BE
INCLUDED TO THE EXTENT THAT SUCH DISCLOSURE SETS FORTH FACTS IN SUFFICIENT
DETAIL SO THAT THE RELEVANCE OF THE DISCLOSURE WOULD BE REASONABLY APPARENT TO A
READER OF SUCH DISCLOSURE. ANY DISCLOSURE IN ANY COMPANY DISCLOSURE SCHEDULE OF
ANY CONTRACT, DOCUMENT, LIABILITY, DEFAULT, BREACH, VIOLATION, LIMITATION,
IMPEDIMENT OR OTHER MATTER, ALTHOUGH THE PROVISION FOR SUCH DISCLOSURE
MAY REQUIRE SUCH DISCLOSURE ONLY IF SUCH CONTRACT, DOCUMENT, LIABILITY, DEFAULT,
BREACH, VIOLATION, LIMITATION, IMPEDIMENT OR OTHER MATTER BE "MATERIAL" OR SHALL
HAVE A COMPANY MATERIAL ADVERSE EFFECT, SHALL NOT BE CONSTRUED AGAINST THE
COMPANY AS AN ASSERTION BY THE COMPANY THAT ANY SUCH CONTRACT, DOCUMENT,
LIABILITY, DEFAULT, BREACH, VIOLATION, LIMITATION, IMPEDIMENT OR OTHER MATTER
IS, IN FACT, MATERIAL OR SHALL HAVE A COMPANY MATERIAL ADVERSE EFFECT.
SECTION 9.05
Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement and shall