consideration of the foregoing and the representations,
warranties, covenants and agreements contained in this Agreement, and for other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Parent, Merger Sub and the Company agree as follows:
2
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ARTICLE I
CERTAIN DEFINITIONS
Section 1.1 Certain Definitions. As used in this Agreement, the capitalized
terms have the meanings ascribed to such terms in Annex A or as otherwise
defined elsewhere in this Agreement.
Section 1.2 Terms Defined Elsewhere. As used in this Agreement, the following
capitalized terms are defined in this Agreement as referenced in the following
table:
Definition
Section Agreement
Preamble Applicable Date
4.5(a) Book-Entry
Shares
3.3(b)(ii) Certificate of Merger
2.2(b) Certificates
3.3(b)(i)
Change of Control Amendment
6.23(c)(ii) Change of Control Amendment Consent
Fee
6.23(c)(ii) Closing
2.2(a) Closing Date
2.2(a) Code
Recitals
Company
Preamble Company 401(k) Plan
6.9(f) Company Affiliate
9.10
Company Alternative Acquisition Agreement
6.3(d)(iv) Company Board
Recitals Company Board Recommendation
4.3(a) Company Capital Stock
4.2(a)
Company Change of Recommendation
6.3(d)(vii) Company Common Stock
Recitals
Company Contracts
4.19(b) Company Designees
2.7(a) Company Designated
Stockholder
Recitals Company Disclosure Letter
Article IV Company Employee
6.9(b) Company FA
4.22 Company Independent Petroleum Engineers
4.17(a)
Company Intellectual Property
4.14(a) Company Material Adverse Effect
4.1
Company Material Leased Real Property
4.15 Company Material Real Property
Lease
4.15 Company Owned Real Property
4.15 Company Permits
4.9(a)
Company Preferred Stock
4.2(a) Company Related Party Transaction
4.24
Company Reserve Report
4.17(a)
3
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Company Restructuring Transactions
Recitals Company SEC Documents
4.5(a)
Company Senior Notes
Recitals Company Stakeholders' Pro Forma Equity
Percentage
5.22 Company Stock Award
3.2(a) Company Stockholders Meeting
4.4 Company Tax Certificate
6.18(b) Confidentiality Agreement
6.7(b)
Creditors' Rights
4.3(a) days
9.4(e) Designated Stockholder Support
Agreement
Recitals DGCL
2.1 Dismissal Order
6.24(a)(v) D&O Insurance
6.10(d) DTC
3.3(b)(ii) e-mail
9.3 Effective Time
2.2(b) Eligible Shares
3.1(b)(i) Exchange Agent
3.3(a) Exchange Consideration
6.23(a) Exchange
Fund
3.3(a) Exchange Offer
Recitals Exchange Offer Expiration Date
6.23(c) Exchange Prospectus
4.8 Exchange Ratio
3.1(b)(i) Exchange
Registration Statement
4.8 Excluded Employees
6.9(b) Excluded Shares
3.1(b)(iii) GAAP
4.5(b) HSR Act
4.4 Indemnified Liabilities
6.10(a)
Indemnified Persons
6.10(a) Involuntary Insolvency Event Date
6.24(a)(v)
Joint Proxy Statement
4.4 Letter of Transmittal
3.3(b)(i) made available
9.4(e) Material Company Insurance Policies
4.20 Material Parent Insurance
Policies
5.20 Measurement Date
4.2(a) Merger
Recitals Merger
Consideration
3.1(b)(i) Merger Registration Statement
4.8 Merger Sub
Preamble Merger Sub Board
Recitals Minimum Participation Condition
6.23(a)
New Financing
6.22
4
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Non-Cancelled Shares
3.1(b)(iii) Note Consents
6.23(c) Note Waivers
6.23(c) Notes Exchange Agent
6.23(f) Other Indenture Amendments
6.23(c)(iii) Outside Date
8.1(b)(ii) Parent
Preamble Parent 401(k) Plan
6.9(f) Parent Affiliate
9.10 Parent Alternative Acquisition Agreement
6.4(d)(iii) Parent Board
Recitals Parent Board Recommendation
5.3(a)
Parent Capital Stock
5.2 Parent Change of Recommendation
6.4(d)(vi) Parent
Common Stock
Recitals Parent Contracts
5.19(b) Parent Designees
2.7(a)
Parent Disclosure Letter
Article V Parent Equity Plan
5.2(a) Parent FA
5.22 Parent Independent Petroleum Engineers
5.17(a) Parent Intellectual
Property
5.14(a) Parent Material Adverse Effect
5.1 Parent Material Leased
Real Property
5.15 Parent Material Real Property Lease
5.15 Parent Owned
Real Property