documents with respect to or accompanying
payments of estimated Taxes, or with respect to or accompanying requests for the
extension of time in which to file any such report, return, document,
declaration or other information (including, without limitation, Form 1099-DIV
to any Shareholder in respect of dividends paid to such Shareholder, plus any
other required Forms 1099).
In addition, the following terms have the respective meanings indicated in the
sections of this Agreement listed below:
Defined Term
Section
Agreement
Preamble
Basket
8.3(b)
Benefit Plan
5.20
Buyer
Preamble
Buyer Indemnified Party
8.1(a)
Cash Consideration
3.1(a)
Claims Notice
8.2(a)
Closing
7.1
Closing Date
7.1
Closing Date Working Capital
3.2(b)
Closing Date Working Capital Statement
3.2(b)
Common Stock
2.1
Company
Preamble
Controlled Group
5.20
Controlled Group Member
5.20
Differences
3.2(d)(ii)
Escrow Account
3.1(b)
Escrow Agent
3.1(b)
Escrow Agreement
3.1(b)
Escrow Amount
3.1(b)
Estimated Closing Working Capital
3.2(a)
Estimated Working Capital Statement
3.2(a)
Expiration Date
8.3(a)
Final Working Capital Schedule
3.2(d)(iii)
Fundamental Representations
8.3(a)
Indemnified Party
8.2(a)
Indemnifying Party
8.2(a)
Independent Auditors
3.2(d)(iii)
Defined Term
Section
Initial Working Capital Adjustment
3.2(a)
Joinder Agreement
3.1(d)
Leased Real Property
5.5(a)
Liability Claim
8.2(a)
Losses
8.1(a)
Merger Sub
3.1(d)
Majority Shareholder
3.1(c)
Net Cash Consideration
3.1(a)
Net Share Price
3.1(a)
Notice of Disagreement
3.2(c)(ii)
Parent
Preamble
Parent Common Stock
3.1(a)
Pre-Closing Period
9.2
Private Resolution Period
3.2(d)(i)
Purchase Price
3.1(a)
Real Property Lease
5.5(a)
Resolved Objections
3.2(d)(i)
Review Period
3.2(c)(i)
Seller Indemnified Party
8.1(b)
Settlement Date
3.2(d)(iii)
Shares
2.1
Shareholder
Preamble
Statement of Claims
3.2(d)(ii)
Stock Consideration
3.1(a)
Straddle Period
9.2
5