course of business consistent with past practice),
exchange, transfer, license (other than in the ordinary course of business
consistent with past practice), acquisition or disposition of more than twenty
percent (20%) of the assets of any Constituent Company (including its
subsidiaries taken as a whole) or (iv) any liquidation or dissolution of any
Constituent Company (provided, however, that the transactions between the other
Constituent Companies and any such first Constituent Company contemplated by
this Agreement shall not be deemed an Acquisition Proposal).
(d) "Affiliate" shall mean any Person that, directly or indirectly through one
(1) or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144
under the Securities Act.
(e) "Agreement" shall mean this Asset Purchase Agreement and Plan of
Reorganization.
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(f) "Andover" shall have the meaning set forth in the preamble to this
Agreement.
(g) "Andover Assignment, Release and Assumption Agreement" shall have the
meaning set forth in Section 1.11(d).
(h) "Andover Assumed Liabilities" shall have the meaning set forth in
Section 1.3(b).
(i) "Andover Bill of Sale" shall have the meaning set forth in Section 1.11(b).
(j) "Andover Closing Balance Sheet" shall have the meaning set forth in
Section 5.2(e)(ii).
(k) "Andover Common Stock" shall have the meaning set forth in
Section 1.4(b)(i).
(l) "Andover Disclosure Schedules" shall have the meaning set forth in
Section 2.1.
(m) "Andover Evaluation Date" shall have the meaning set forth in
Section 2.1(q).
(n) "Andover Excluded Assets" shall have the meaning set forth in
Section 1.2(b).
(o) "Andover Governmental Permits" shall have the meaning set forth in
Section 1.1(b)(viii).
(p) "Andover Intellectual Property Rights" shall have the meaning set forth in
Section 2.1(n).
(q) "Andover Material Contract" shall have the meaning set forth in
Section 2.1(y).
(r) "Andover Options" shall have the meaning set forth in Section 1.6(b).
(s) "Andover Pricing Ratio" shall mean 4.2800711 as may be adjusted pursuant to
Section 1.10.
(t) "Andover Proxy Statement" shall have the meaning set forth in
Section 4.2(a)(i).
(u) "Andover Purchased Assets" shall have the meaning set forth in
Section 1.1(b).
(v) "Andover Required Approvals" shall have the meaning set forth in
Section 2.1(e).
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(w) "Andover SEC Reports" shall have the meaning set forth in Section 2.1(g).
(x) "Andover Stockholders' Meeting" shall have the meaning set forth in
Section 4.2(a)(i).
(y) "Andover Subsidiary" and "Andover Subsidiaries" shall have the meaning set
forth in Section 1.1(b)(i).
(z) "Andover Warrants" shall have the meaning set forth in Section 1.5(b).
(aa) "Assumed Andover Options" shall have the meaning set forth in
Section 1.6(b).
(bb) "Assumed Andover Warrants" shall have the meaning set forth in
Section 1.5(b).
(cc) "Assumed CDIP Options" shall have the meaning set forth in Section 1.6(a).
(dd) "Assumed CDIP Warrants" shall have the meaning set forth in Section 1.5(a).
(ee) "Assumed Options" shall have the meaning set forth in Section 1.6(b).
(ff) "Assumed Warrants" shall have the meaning set forth in Section 1.5(b).