Definitions Clause Example from Business Contracts
This example Definitions clause appears in
4 contracts
from
1 company
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earliest to occur of (a) the time that the Requisite Stockholder Approval has been obtained, (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly terminated pursuant to Article VI...II thereof, and (d) (i) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Per Share Price or changes the form of consideration payable to the Stockholders pursuant to Section 2.7(a)(ii) of the Merger Agreement or is otherwise materially adverse to the holders of shares of Common Stock, in each case, without the Stockholder's prior written consent or (ii) the notification by (or on behalf of) Parent or Merger Sub to the Company that it is not willing or not able to proceed with the Merger on substantially the terms set forth in the original Merger Agreement, dated as of the Agreement Date, including by advising the Company that it is unwilling to proceed with the Merger unless the Per Share Price is reduced or changed in form of consideration payable to the Stockholders pursuant to Section 2.7(a)(ii) of the Merger Agreement. 1.2. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clause (a) or (b) above.View More
