clause (ii) above, the current liabilities of the Company and
its Subsidiaries shall not include any liabilities for Transaction Expenses or
any liabilities that are included in the definition of Company Debt.
10
Other capitalized terms defined elsewhere in this Agreement and not defined in
this Section 1.1 shall have the meanings assigned to such terms in this
Agreement. The following terms are defined in the following Sections:
Term
Section
401(k) Plan
1.4(b)(vii) AAA
9.12(c) Accounting Firm
1.10(b)(ii)
Acquiror
Preamble Acquiror Benefit Plans
5.12(b) Acquiror Indemnified
Person(s)
8.2(a) Acquisition Proposal
5.2(b) Agreement
Preamble
Agreement Date
Preamble Approval
2.6(a) Basket Amount
8.2(c)(ii)
Certificate of Merger
1.5 Closing
1.3 Closing Balance Sheet
1.10(b)(i)
Closing Date
1.3 Closing Statement
1.10(b)(i) COBRA
2.20(c) Company
Preamble Company Authorizations
2.6(b) Company Balance Sheet
2.9(b)
Company Balance Sheet Date
2.9(c) Company Debt
2.9(f) Company Disclosure
Letter
Article II Company Employee Plans
2.20(a) Company Indemnified
Person(s)
8.3(a) Company Real Estate
2.12(a) Company Stockholder Approval
2.6(c) Company Stockholder Consent
Recitals Company Voting Debt
2.8(f)
Customer Contracts
2.7(a)(i) D&O Tail Policy
5.19(b) Dispute
9.12
Dispute Notice
9.12(a) Disputing Party
9.12(a) Effective Time
1.5
Employee Confidentiality Agreement
2.20(n) ERISA
2.20(a) ERISA Affiliate
2.20(a) Escrow Agreement
1.4(a)(ii) Estimated Balance Sheet
1.10(a)(i)
Estimated Cash Merger Consideration
1.10(a)(iii)
11
Term
Section
Estimated Merger Consideration
1.10(a)(ii) Estimated Stock Merger
Consideration
1.10(a)(iii) Final Arbitrator
9.12(d) Final Merger
Consideration
1.10(b)(iv) Financial Statements
2.9(a) Firm
9.13
Indemnifiable Damages
8.2(a) Indemnity Claim Periods
8.1(b) Infringe
2.17(e) Material Contract
2.7(a) Merger
Recitals Merger Consideration
1.10 Negative Adjustment
1.10(b)(vi) Non-Competition Agreement
Recitals
Notice of Disagreement
1.10(b)(ii) Optionholder Agreement
1.11(a)(ii)
Parachute Payment Waiver
1.4(b)(vii) Party or Parties
Preamble Payoff
Letters
1.4(b)(xiv) Pre-Closing Partial Period
5.18(b) Pre-Closing Periods
5.18(a) Price Components
1.10(a)(ii) Positive Adjustment
1.10(b)(v)
Post-Closing Partial Period
5.18(c) Pre-Closing Partial Period
5.18(c)
Pre-Closing Periods
5.18(b) Receivables
2.26 Receiving Party
9.12(a)
Remaining Disputes
1.10(b)(iii) Representative Escrow Amount
1.11(a)(iv)
Resolution Period
9.12(b) SEC Filings
3.6 Second Certificate of Merger
1.5 Second Effective Time
1.5 Second Merger
Recitals Settlement Accountant
5.18(b) Significant Customer
2.25(a) Significant Supplier
2.25(b)
Statement No. 5
2.9(c)
12
Term
Section
Stock Certificates
1.11(a)(i) Stockholder Agreement
Recitals Stockholders'
Agent
1.4(b)(iv) Straddle Period
5.18(c) Stockholder Letter of Transmittal
1.11(a)(i) Sub
Preamble Surviving Corporation
1.2(b) Surviving Sub
Preamble Tax Matter
5.18(e) Third Party Action
8.6 Transfer Taxes
5.18(f) WARN Act
2.20(o)
1.2 The Merger; The Second Merger.
(a) The Merger. At the Effective Time (as such term is defined in Section 1.5),
on the terms and subject to the conditions set forth in this Agreement, and in
accordance with the applicable provisions of Delaware Law, Sub shall merge with
and into the Company, the separate corporate existence of Sub shall cease and
the Company shall continue as the surviving corporation and shall become a
wholly-owned Subsidiary of Acquiror.
(b) The Second Merger. On the Closing Date, immediately following the
effectiveness of the Merger, and together with the Merger as part of the same
integrated plan of an acquisitive reorganization, the Acquiror shall cause the
Company to be merged with and into