HEREIN, HAVE THE
FOLLOWING MEANINGS:
(A)
"ACQUISITION" SHALL HAVE THE MEANING SET FORTH IN THE PREAMBLE.
(B)
"AFFILIATES" OF ANY PERSON SHALL MEAN ANY OTHER PERSON DIRECTLY OR
INDIRECTLY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH SUCH PERSON.
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(C)
"AGREEMENT" SHALL HAVE THE MEANING SET
FORTH IN THE PREAMBLE.
(D)
"ANCILLARY AGREEMENTS" SHALL MEAN THE
LICENSE AGREEMENT, THE TERMINATION AGREEMENT, AND THE CROSS-RELEASE.
(E)
"BANKRUPTCY CODE" MEANS CHAPTER 11 OF TITLE
11 OF THE UNITED STATES CODE, 11 U.S.C. §§ 101, ET SEQ.
(F)
"BUSINESS DAY" MEANS A DAY OTHER THAN A
SATURDAY, SUNDAY OR OTHER DAY ON WHICH COMMERCIAL BANKS IN NEW YORK, NEW YORK OR
JAPAN ARE AUTHORIZED OR REQUIRED BY LAW TO CLOSE.
(G)
"CLOSING" SHALL HAVE THE MEANING SET FORTH
IN SECTION 1.3.
(H)
"CLOSING DATE" SHALL HAVE THE MEANING SET
FORTH IN SECTION 1.3.
(I)
"CODE" SHALL MEAN THE US INTERNAL
REVENUE CODE OF 1986, AS AMENDED.
(J)
"COMPANY" SHALL HAVE THE MEANING SET
FORTH IN THE PREAMBLE.
(K)
"CONTRACT" SHALL MEAN ANY CONTRACT, LEASE,
LEASE OPTION, COMMITMENT, UNDERSTANDING SALES ORDER, PURCHASE ORDER, LICENSE,
EQUIPMENT LEASE, MORTGAGE, NOTE, BOND OR OTHER AGREEMENT, WHETHER WRITTEN OR
ORAL, INCLUDING ANY AGREEMENTS FOR THE PURCHASE OF GOODS, THE PROVISION OF
SERVICES, AGREEMENTS WITH SUPPLIERS, SECURITY AGREEMENTS, JOINT VENTURE,
PARTNERSHIP OR SIMILAR AGREEMENTS, ADVERTISING AGREEMENTS, FRANCHISE AGREEMENTS
AND BROKER OR DISTRIBUTORSHIP AGREEMENTS.
(L)
"CORPORATE NAME AGREEMENTS" SHALL MEAN
THOSE CERTAIN NAME AGREEMENTS BY AND AMONG PURCHASER, SELLER AND THE COMPANY
DATED AS OF MARCH 31, 2006 RELATED TO THE USE OF THE NAME "SHI" AND "AXCELIS".
(M)
"CROSS-RELEASE" SHALL MEAN THAT CERTAIN
CROSS-RELEASE TO BE ENTERED INTO BY AND AMONG THE PARTIES TO THIS AGREEMENT AS
OF THE CLOSING DATE, SUBSTANTIALLY IN THE FORM EXCHANGED AMONG THE PARTIES TO
THIS AGREEMENT ON THE DATE OF THIS AGREEMENT.
(N)
"DISCLOSURE SCHEDULE" SHALL HAVE THE MEANING
SET FORTH IN THE INTRODUCTORY PARAGRAPH TO ARTICLE III.
(O)
"ENCUMBRANCE" SHALL MEAN ANY ENCUMBRANCE OR
RESTRICTION OF ANY KIND, INCLUDING ANY PLEDGE, SECURITY INTEREST, LIEN, CHARGE,
MORTGAGE, HYPOTHECATION, TRUST DEED, EASEMENT, LEASE, FINANCE LEASE, SUBLEASE,
CLAIM (INCLUDING ANY CONTINGENT, UNLIQUIDATED OR DISPUTED CLAIM), RIGHT OF WAY,
COVENANT, OPTION, CONDITION, RIGHT OF FIRST REFUSAL OR RESTRICTION, HOWEVER
IMPOSED.
(P)
"EXCHANGE ACT" SHALL HAVE THE MEANING SET
FORTH IN SECTION 5.12(C).
(Q)
"EXPIRATION DATE" SHALL HAVE THE MEANING SET
FORTH IN SECTION 7.1(B).
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(R)
"EXPORT SALES AGREEMENT" SHALL MEAN THAT
CERTAIN EXPORT SALES AGREEMENT BY AND BETWEEN SELLER AND THE COMPANY DATED AS OF
JANUARY 16, 1996.
(S)
"FINANCIAL METRICS SCHEDULE" SHALL MEAN
THAT CERTAIN SCHEDULE SETTING FORTH CERTAIN FINANCIAL METRICS OF SELLER
EXCHANGED BETWEEN PURCHASER AND SELLER ON THE DATE OF THIS AGREEMENT IN
ACCORDANCE WITH SECTION 6.1(J) OF THIS AGREEMENT.
(T)
"GOVERNMENTAL AUTHORITY" SHALL MEAN ANY:
(A) NATION, PRINCIPALITY, STATE, COMMONWEALTH, PROVINCE, TERRITORY, COUNTY,
MUNICIPALITY, DISTRICT OR OTHER JURISDICTION OF ANY NATURE; (B) FEDERAL, STATE,
LOCAL, MUNICIPAL, FOREIGN OR OTHER GOVERNMENT; (C) GOVERNMENTAL OR
QUASI-GOVERNMENTAL AUTHORITY OF ANY NATURE (INCLUDING ANY GOVERNMENTAL DIVISION,
SUBDIVISION, DEPARTMENT, AGENCY, BUREAU, BRANCH, OFFICE,