73
6.15 Section 16(b)
74
6.16 Financing by Parent
74
6.17 Approval by Sole Stockholder of Merger Sub
79
6.18 Stockholder Litigation
79
6.19 Directorship
79
ARTICLE VII CONDITIONS
79
7.1 Conditions to Each Party's Obligation to Effect the Merger
79
7.2 Conditions to Obligations of Parent and Merger Sub
80
7.3 Conditions to Obligation of the Company
81
7.4 Frustration of Conditions
82
i
ARTICLE VIII TERMINATION
82
8.1 Termination by Mutual Consent
82
8.2 Termination by Either Parent or the Company
82
8.3 Termination by the Company
83
8.4 Termination by Parent
84
8.5 Company Termination Fee
84
8.6 Parent Termination Fee
85
8.7 Effect of Termination and Abandonment
85
ARTICLE IX MISCELLANEOUS AND GENERAL
86
9.1 Survival
86
9.2 Modification or Amendment
86
9.3 Waiver
86
9.4 Counterparts; Effectiveness
87
9.5 Governing Law and Venue; Waiver of Jury Trial
87
9.6 Notices
89
9.7 Entire Agreement
90
9.8 No Third Party Beneficiaries
90
9.9 Obligations of Parent and of the Company
90
9.10 Severability
90
9.11 Interpretation
91
9.12 Assignment
91
9.13 Specific Performance
92
ii
INDEX OF DEFINED TERMS
Defined Term
Section
Additional Contract
5.1(k)
Adjusted Stock Option
4.6(a)(ii)
Adjusted Unit Award
4.6(b)(ii)
Affiliate
5.1(a)
Affiliation Contract
5.1(k)
Aggregate Cash Election Amount
4.1(a)(i)(B)
Agreement
Preamble
Amendment Effective Date
6.16(a)
Antitrust Laws
6.6(b)
Applicable Date
5.1(e)(i)
Articles of Incorporation
2.1
Available Cash Election Amount
4.1(a)(iv)(A)
Average Parent Stock Price
4.1(a)(iv)(C)
Bankruptcy and Equity Exception
5.1(c)
Base Exchange Ratio
4.1(a)(iv)(B)
Base Exchange Ratio Reduction
4.1(a)(iv)(B)
Business Day
1.2
Cash Award Consideration
4.6(a)(i)
Cash Electing Share
4.1(a)(i)(B)
Cash Election
4.1(a)(i)(B)
Cash Election Consideration
4.1(a)(i)(B)
Cash Fraction
4.1(a)(i)(B)
Cash-Out Options
4.6(a)
Cash-Out Units
4.6(b)
Cash Top-Up Amount
4.1(a)(iv)(B)
Cash Top-Up Election
4.1(a)(iv)(B)
CBAs
5.1(i)(i)
Certificate
4.1(a)(ii)
Certificate of Merger
1.3
Class A Requisite Vote
5.1(c)
Class A Shares
4.1(a)(i)
Closing
1.2
Closing Date
1.2
Code
4.2(h)
Code of Regulations
2.2
Commitment Letter
5.2(l)
Common Shares
5.1(c)
Common Voting Shares
4.1(a)(i)
Company
Preamble
Company Acquisition Proposal
6.2(d)
Company Alternative Acquisition Agreement
6.2(e)
Company Articles of Incorporation
5.1(d)(ii)
Company Balance Sheet
5.1(g)
iii
Defined Term
Section
Company Change in Recommendation
6.2(e)
Company Code of Regulations
5.1(d)(ii)
Company Disclosure Letter
5.1
Company Employees
5.1(h)(i)
Company ERISA Affiliate
5.1(h)(iv)
Company Expenses
8.6(b)
Company Family Meeting
6.5(a)
Company Intervening Event
6.2(d)
Company IP
5.1(o)(ii)
Company Material Adverse Effect
5.1(a)
Company Option
4.6(a)
Company Pension Plan
5.1(h)(iii)
Company Performance Stock Unit
4.6(c)
Company Plan
5.1(h)(i)
Company Recommendation
5.1(c)
Company Reports
5.1(e)(i)
Company Requisite Vote
5.1(c)
Company Restricted Stock Unit
4.6(b)
Company Shareholders Meeting
6.5(b)(i)
Company Stock Plans
5.1(b)(i)
Company Superior Proposal
6.2(d)
Company Termination Fee
8.5
Confidentiality Agreement
9.7
Continuation Period
6.10(a)
Continuing Awards
4.6(b)
Continuing Employee
6.10(a)
Contracts
5.1(d)(ii)
Converted Units
4.6(b)
Current Purchase Period
6.10(g)
D&O Insurance
6.12(b)
Debt Letter
5.2(l)
Debt Payoff
6.16(b)
Dissenting Shareholders
4.1(a)(i)
Effective Time
1.3
Election Date
4.3(c)
Environmental Law
5.1(m)
ERISA
5.1(h)(i)
Exchange Act
5.1(d)(i)
Exchange Agent
4.2(a)
Exchange Fund
4.2(a)
Excluded Shares
4.1(a)(i)
Existing Notes
6.16(a)
FCPA
5.1(j)(ii)
Financing
5.2(l)
Financing Parties
6.16(a)
iv