Certain Definitions Clause Example from Business Contracts
This example Certain Definitions clause appears in
8 contracts
from
1 company
Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. For purposes of this Agreement, the following terms shall have the respective meanings set forth below: (a) "Constructive Sale" means, with respect to any security, a short sale with respect to such security, entering into a futures or forward contract to deliver such security or entering into any other transaction that has the effect of either directly or indirect...ly pledging, encumbering or assigning such security (other than any of the foregoing that would not materially impair the Company Shareholder's ability to perform its obligations under this Agreement). (b) "Shares" means (i) all shares of capital stock of the Company owned, beneficially or of record, by the Company Shareholder as of the date hereof, and (ii) all additional shares of capital stock of the Company acquired by the Company Shareholder, beneficially or of record, including by way of converting any convertible securities, during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as such term is defined in Section 6). (c) "Transfer" means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation, or the grant, creation or suffrage of a Lien (other than a Lien that would not materially impair the Company Shareholder's ability to perform its obligations under this Agreement) upon or the gift, grant or placement in trust, or the Constructive Sale or other disposition of (i) such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation of law), (ii) any right, title or interest in such security (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) or (iii) the record or beneficial ownership of such security. 2. Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company's shareholders, the Company Shareholder shall not, except in connection with the Merger, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company Shareholder's legal power, authority and right to vote any of the Shares. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company Shareholder's legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder's obligations hereunder. (c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company's counsel to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.View More
