Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 6 contracts
Sources: Voting and Lock Up Agreement, Voting and Lock Up Agreement (Oncobiologics, Inc.), Voting and Lock Up Agreement (Oncobiologics, Inc.)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, and if means that no further sums are required to be paid by the last day of such period is not a Business Dayholders thereof in connection with the issuance thereof; and
(viii) except as otherwise provided herein, any reference in this Agreement to $ or US$ means U.S. dollars, the period shall end on the immediately following Business Day. Each lawful currency of the parties hereto has participated in U.S.
(b) In the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 5 contracts
Sources: Share Transfer Agreement (Tencent Holdings LTD), Share Transfer Agreement (Tencent Holdings LTD), Share Transfer Agreement (Tencent Holdings LTD)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Article, Section or Exhibit, such reference is to an Article or Section of, or Exhibit to, this Agreement unless otherwise indicated. References to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The table of contents and descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunder” and words of similar import import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The term Any references in this Agreement to “orUS$” is not exclusiveshall be to U.S. dollars. The References to days mean calendar days unless otherwise specified. When used herein, the word “extent” in and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean simply “if”.” The term “or” is not exclusive. The definitions contained in this Agreement are applicable word “will” shall be construed to have the singular as well same meaning and effect as the plural forms of such terms. word “shall.” Any agreement, instrument or Law statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or Law statute as from time to time amended, modified or supplemented, unless otherwise specifically indicatedincluding (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, only to the extent the applicable amendment, modification or supplement is also appropriately listed therein. References in this Agreement to a Person are also specific laws or to its successors specific provisions of laws shall include all rules and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Dayregulations promulgated thereunder. Each of the parties hereto Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 5 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (ReneSola LTD), Share Purchase Agreement (China Biologic Products Holdings, Inc.)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any Shares, and if means that no further sums are required to be paid by the last day of such period is not a Business Dayholders thereof in connection with the issue thereof; and
(viii) except as otherwise provided herein, any reference in this Agreement to $ or US$ means U.S. dollars, the period shall end on the immediately following Business Day. Each lawful currency of the parties hereto has participated in United States.
(b) In the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 4 contracts
Sources: Share Purchase Agreement (NaaS Technology Inc.), Share Purchase Agreement (eHi Car Services LTD), Share Purchase Agreement (58.com Inc.)
Interpretation and Rules of Construction. When In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) when a reference is made in this Agreement to an Exhibit Article, Section or a SectionExhibit, such reference shall be to an Article or Section of, or an Exhibit or a Section of to, this Agreement Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever ; (ii) whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The ”; (iii) the words “hereof”, ,” “hereto”, ,” “hereby”, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The ; (iv) any references in this Agreement to “the date hereof” refers to the date of execution of this Agreement; (v) the term “or” is not exclusive. The ; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The ; (vii) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined, or except as otherwise expressly provided therein; (viii) words in this Agreement describing the singular number shall be deemed to include the plural and vice versa, and words in this Agreement denoting any gender shall be deemed to include all genders; (ix) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law ; (x) any statute defined or referred to herein means or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or Law statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References ; (xi) references to a Person are also to its permitted successors and permitted assigns. When ; and (xii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and ; if the last day of such period is not a Business Day, the period in question shall end on the immediately following next succeeding Business Day. Each of the The parties hereto has have participated jointly in the negotiation and drafting and negotiation of this Agreement. If Agreement with the assistance of counsel and other advisors and, in the event an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is jointly drafted by all the parties hereto, hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of the provisions this Agreement or interim drafts of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 4 contracts
Sources: Voting Agreement (Reddit, Inc.), Voting Agreement (Huffman Steve Ladd), Voting Agreement (Reddit, Inc.)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, a Schedule, an Article or a Section, such reference shall be to an Exhibit Exhibit, a Schedule, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to (i) Parent and Merger Sub if such documents, materials or information were available for review by Parent or its Representatives through the electronic data room hosted by Datasite LLC at least one (1) Business Day prior to the date of this Agreement, and (ii) the Company if such documents, materials or information were delivered electronically to the Company or its Representatives by Parent or its Representatives in connection with the Transactions and receipt thereof was acknowledged by the Company or its Representatives at least one (1) Business Day prior to the date of this Agreement, or, in either case, disclosed in an SEC Report filed and publicly available at least two (2) Business Days prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 4 contracts
Sources: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, an Article or a Section, such reference shall be to an Exhibit Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “as of the date hereof”, when used in this Agreement, means as of the date of this Agreement. Documents, materials and information are deemed to have been “made available” to Zillow or Trulia, as applicable, if such documents, materials or information were available for review by such person and its representatives through the electronic data rooms entitled “Project Tiger” or “Tiger,” as applicable, each of which are hosted by ▇.▇. ▇▇▇▇▇▇▇▇▇ & Sons (▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/venue) in connection with the transactions contemplated hereby or disclosed in a Trulia SEC Report or Zillow SEC Report, as applicable, filed and publicly available. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Daybusiness day, the period shall end on the immediately following Business Daybusiness day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Merger Agreement (Zillow Inc), Merger Agreement (Trulia, Inc.)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Annex, an Exhibit, an Article or a Section, such reference shall be to an Exhibit Annex, an Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to the Merger Corporation, if such documents, materials or information were at least the day prior to the date hereof (a) disclosed in a SEC Document filed and publicly available or (b) otherwise provided by or on behalf of the Company in writing to the Merger Corporation or its Representatives. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such termsterms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument Contract or Law defined or referred to herein means such agreement, instrument Contract or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated, and any Law referred to herein shall be deemed to also refer to all rules and regulations promulgated thereunder. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, except to the extent otherwise specifically indicated or that the context otherwise requires. References to a Person are also to its successors and permitted assigns. When calculating If the last day of a period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period Agreement is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If ; if an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty All references herein to “parties” shall limit the applicability of a more general provision, representation or warranty. It is the intent of be to the parties hereto unless the context shall otherwise require. Decisions made in a party’s “sole discretion” may be taken for any reason or no reason. All references herein to “financing sources” of the Merger Corporation shall include (x) the Continuing Stockholders and (y) any holder of Continuing Shares pursuant to clause (ii) of the definition thereof and such holder’s Affiliates (and, for the avoidance of doubt, shall exclude the Company or any Company Subsidiary that each representation, warranty, covenant, condition and agreement contained in may provide (or contribute to the provision of) Reserved Amounts). Any consent under this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to delivered by a date or time shall Continuing Stockholder will be deemed to be such date or time in a consent delivered by the City of New York, New York, U.S.A., unless otherwise specifiedMerger Corporation hereunder.
Appears in 2 contracts
Sources: Merger Agreement (TaskUs, Inc.), Merger Agreement (TaskUs, Inc.)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Article, Section, Schedule or Exhibit, such reference is to an Article or Section of, or Schedule or Exhibit to, this Agreement unless otherwise indicated. References to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The table of contents and descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunder” and words of similar import import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The term Any references in this Agreement to “orUS$” is not exclusiveshall be to U.S. dollars. The References to days mean calendar days unless otherwise specified. When used herein, the word “extent” in and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean simply “if”.” The term “or” is not exclusive. The definitions contained in this Agreement are applicable word “will” shall be construed to have the singular as well same meaning and effect as the plural forms of such terms. word “shall.” Any agreement, instrument or Law statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or Law statute as from time to time amended, modified or supplemented, unless otherwise specifically indicatedincluding (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, only to the extent the applicable amendment, modification or supplement is also appropriately listed therein. References in this Agreement to a Person are also specific laws or to its successors specific provisions of laws shall include all rules and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Dayregulations promulgated thereunder. Each of the parties hereto Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Share Subscription Agreement (Origin Agritech LTD), Share Purchase Agreement (China Biologic Products Holdings, Inc.)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, is a Section, such reference shall be to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any Shares, and if means that no further sums are required to be paid by the last day of such period is not a Business Dayholders thereof in connection with the issue thereof; and
(viii) except as otherwise provided herein, any reference in this Agreement to $ or US$ means U.S. dollars, the period shall end on the immediately following Business Day. Each lawful currency of the parties hereto has participated in U.S.
(b) In the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Share Purchase Agreement (Zhu Xiaoxia), Share Purchase Agreement (Zhu Xiaoxia)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Voting Agreement (American Axle & Manufacturing Holdings Inc), Voting Agreement (Metaldyne Performance Group Inc.)
Interpretation and Rules of Construction. When a reference is made In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) All article, section, subsection, annex, schedule and exhibit references used in this Agreement are to an Exhibit or a Sectionarticles, such reference shall be to an Exhibit or a Section of sections and subsections of, and annexes, schedules and exhibits to, this Agreement unless otherwise indicatedspecified. The headings contained annexes, exhibits and schedules attached to this Agreement constitute a part of this Agreement and are incorporated in this Agreement are for reference purposes only all purposes.
(b) If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used as another part of speech (such as a verb). The word “or” is not exclusive, and shall not affect be interpreted as “and/or”. Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in any way the meaning or interpretation of this Agreementsingular shall include the plural, and vice versa. Whenever the The words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by mean “including without limitation,” and the words “without limitation.hereof,” The words “hereof”, “hereto”, “hereby”, ,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall terms refer to this Agreement as a whole and not to any particular provision of this Agreementsection or article in which such words appear. The term words “orshall” is not exclusiveand “will” have the same meaning. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. .” The definitions contained phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement.
(c) A reference to any specific Law or to any provision of any Law, whether or not followed by the phrase “as amended,” includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto, except that, for purposes of any representations and warranties in this Agreement that are applicable made as of a specific date, references to the singular any specific Law will be deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued thereunder or pursuant thereto) as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. date.
(d) References to a contract or other document include references to such contract or document as amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof and include any annexes, exhibits and schedules attached thereto.
(e) References to any Person are also include references to its such Person’s successors and permitted assigns.
(f) Whenever this Agreement refers to a number of days, such number refers to calendar days unless Business Days are specified. When calculating the period of time before which, within which Whenever any action must be taken hereunder on or following which any act is to be done or step taken pursuant to this Agreement, the date by a day that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, then such action may be validly taken on or by the period shall end on the immediately following next day that is a Business Day. Each In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”
(g) Headings of the parties hereto has participated in articles and sections of this Agreement and the table of contents, schedules, annexes and exhibits are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever.
(h) Each Party acknowledges that it and its counsel have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting and negotiation Party or any similar rule operating against the drafter of an agreement are not applicable to the construction or interpretation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if .
(i) An accounting term not otherwise defined has the meaning assigned to it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement accordance with GAAP.
(j) All monetary figures shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., United States dollars unless otherwise specified.
(k) The phrases “furnished,” “provided,” “delivered,” “made available” and similar terms when used with respect to information, materials or documents mean that such information, materials or documents have been (i) physically or electronically delivered to the relevant Party or posted to the electronic data site established by Company for purposes of due diligence of Company, Operating Partnership and the Company Subsidiaries and their respective businesses in connection with the transactions contemplated by this Agreement at least one (1) Business Day prior to the date hereof or (ii) made publicly available in the Company SEC Documents at least one (1) Business Day prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (Plymouth Industrial REIT, Inc.), Merger Agreement (Plymouth Industrial REIT, Inc.)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Exhibit or a Article, Section, Exhibit, such reference shall be is to an Article or Section of, or an Exhibit or a Section of to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any Shares, and if means that no further sums are required to be paid by the last day of such period is not a Business Dayholders thereof in connection with the issue thereof; and
(viii) except as otherwise provided herein, any reference in this Agreement to $ or US$ means U.S. dollars, the period shall end on the immediately following Business Day. Each lawful currency of the parties hereto has participated in United States.
(b) In the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Share Purchase Agreement (Lufax Holding LTD), Share Purchase Agreement
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, an Article or a Section, such reference shall be to an Exhibit Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Football”, which is hosted by Datasite (▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the Transactions or disclosed in an SEC Report filed and publicly available, in each case, at least twenty four (24) hours prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent The phrase “ordinary course of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement business” shall be given full, separate, and independent effect and that deemed to be followed by the words “consistent with past practice” whether or not such provisions are cumulativewords actually follow such phrase. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Merger Agreement (Apollo Endosurgery, Inc.), Merger Agreement (Apollo Endosurgery, Inc.)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and ; and
(vii) if the last day of such period conversion between USD and RMB is not a Business Day, necessary for the period shall end on the immediately following Business Day. Each of the parties hereto has participated in the drafting and negotiation purposes of this Agreement. If , unless specifically provided otherwise, such conversion shall be conducted at the RMB:USD middle exchange rate last published by China Foreign Exchange Trade System under the authorization of the People’s Bank of China as of the date that is twenty (20) Business Days prior to the date the relevant payment or calculation is to be made (“Exchange Rate”).
(b) The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is jointly drafted by all the parties hereto, Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Share Purchase Agreement (Luokung Technology Corp.), Share Purchase Agreement (Luokung Technology Corp.)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, and if means that no further sums are required to be paid by the last day of such period is not a Business Dayholders thereof in connection with the issuance thereof; and
(viii) except as otherwise provided herein, any reference in this Agreement to $ or USD means U.S. dollars, the period shall end on the immediately following Business Day. Each lawful currency of the parties hereto has participated in U.S.
(b) In the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Share Transfer Agreement (Choong Choon Hau), Share Transfer Agreement (Activist Investing LLC)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for the purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and ; and
(vii) if the last day of such period conversion between US$ and RMB is not a Business Day, necessary for the period shall end on the immediately following Business Day. Each of the parties hereto has participated in the drafting and negotiation purposes of this Agreement. If , unless specifically provided otherwise, such conversion shall be conducted at the US$:RMB middle exchange rate last published by the People’s Bank of China as of the date that is one (1) Business Day prior to the date hereof; if the conversion between US$ and other currencies (other than RMB) is necessary for the purposes of this Agreement, the applicable exchange rate should be the spot rate at which such currency may be exchanged into US$, as set forth on the China Foreign Exchange Trade System (▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇/chinese/ mkdatapfx/) at 12:00 noon (Beijing time) as of the date that is one (1) Business Day prior to the date hereof.
(b) The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is jointly drafted by all the parties hereto, Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Share Purchase Agreement (NetEase, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a SectionUnless otherwise expressly provided, such reference shall be to an Exhibit or a Section for the purposes of this Agreement unless otherwise indicated. the following rules of interpretation shall apply:
(a) The table of contents and headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. .
(b) When a reference is made in this Agreement to an article or a section, paragraph, exhibit or schedule, such reference shall be to an article or a section, paragraph, exhibit or schedule of this Agreement unless otherwise clearly indicated to the contrary.
(c) Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, Agreement they shall be deemed to be followed by the words “without limitation.” ”
(d) The words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunderherewith” and words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The term .
(e) Unless otherwise indicated, all references to “or” is not exclusive. The word “extent” in the phrase “to the extentdate hereof” shall mean the degree date of this Agreement.
(f) The meaning assigned to which a subject or other thing extends, and such phrase each term defined herein shall not mean simply “if”. The definitions contained in this Agreement are be equally applicable to both the singular as well as and the plural forms of such termsterm, and words denoting any gender shall include all genders. Any agreementWhere a word or phrase is defined herein, instrument each of its other grammatical forms shall have a corresponding meaning.
(g) A reference to “$,” “U.S. dollars” or Law defined “dollars,” shall mean the legal tender of the United States of America.
(h) A reference to any legislation or referred to herein means such agreementany provision of any legislation shall include any amendment to, instrument and any modification or Law re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto.
(i) Except as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to expressly stated in this Agreement, nothing in or addressed by any representation or warranty made by any Person in this Agreement shall in any way limit or restrict the date that is scope, applicability, meaning of or the matters addressed by any other representation or warranty made by such Person herein.
(j) A reference date in calculating such to any period of days shall be excluded, deemed to be to the relevant number of calendar days unless otherwise specified.
(k) The parties have been represented by counsel and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties hereto has have participated jointly in the negotiation and drafting and negotiation of this Agreement. If In the event an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is drafted jointly by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Business Separation and Merger Agreement (Coca Cola Enterprises Inc)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, and if means that no further sums are required to be paid by the last day of such period is not a Business Dayholders thereof in connection with the issue thereof; and
(viii) except as otherwise provided herein, any reference in this Agreement to $ or US$ means U.S. dollars, the period shall end on the immediately following Business Day. Each lawful currency of the parties hereto has participated in U.S.
(b) In the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 2 contracts
Sources: Share Transfer Agreement (JOYY Inc.), Share Transfer Agreement (Tencent Holdings LTD)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) “fully-diluted” or any variation thereof means all of the issued and outstanding Shares, treating the maximum number of Shares issuable under any issued and if outstanding Convertible Securities (including the last day Warrants) and all Shares reserved under the employee equity incentive plans of the Company as issued and outstanding;
(viii) “as-converted” or any variation thereof means that all Convertible Securities are deemed to have been converted into Ordinary Shares, provided that solely for the purposes of calculating the voting power on an as-converted basis, any Preferred Shares Beneficially Owned by any Principal shall be deemed to be converted into Class A Ordinary Shares (and not to be further converted into Class B Ordinary Shares);
(ix) references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant Person, consistent in all material respects (including nature and scope) with the prior practice of such period Person;
(x) references to “writing,” “written” and comparable expressions include any mode of reproducing words in a legible and non-transitory form including emails and faxes, provided the sender complies with the provisions of Section 8.9.
(xi) if any payment hereunder would have been, but for this Section 1.2(a)(xi), due and payable on a date that is not a Business Day, the period then such payment shall end instead be due and payable on the immediately following first Business Day. Each Day after such date;
(xii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof; and
(xiii) if the conversion to USD of any amount expressed in another currency is necessary for the parties hereto has participated in the drafting and negotiation purposes of this Agreement. If , such conversion shall be conducted at (x) in the case of a conversion from RMB to USD, the RMB:USD middle exchange rate last published by China Foreign Exchange Trade System under the authorization of the People’s Bank of China or, (y) in the case of a conversion from any other currency to USD, the exchange rate last published by the Wall Street Journal (or its successor publication), in each case of (x) and (y), as of the time at which such conversion is to be made (or, if another time is specified, as of such other time).
(b) In the event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Sources: Shareholder Agreement (Xpeng Inc.)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, an Article or a Section, such reference shall be to an Exhibit Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Walleye”, which is hosted by Intralinks (▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a SEC Report filed and publicly available, in each case, at least two (2) Business Days prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, separate and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time The phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such date or time in the City of New York, New York, U.S.A., unless otherwise specifiedwords actually follow such phrase.
Appears in 1 contract
Interpretation and Rules of Construction. When (a) In this Agreement, except to the extent otherwise provided or the context otherwise requires:
(i) when a reference is made in this Agreement to an Exhibit Article, Section, or a SectionExhibit, such reference shall be is to an Article or Section of, or an Exhibit or a Section to, this Agreement;
(ii) the table of this Agreement unless otherwise indicated. The contents and headings contained in of this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. Whenever ;
(iii) whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be are deemed to be followed by the words “without limitation.” The ”;
(iv) the words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunder” and words of similar import import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” ;
(v) all terms defined in this Agreement have the phrase “to the extent” shall mean the degree to which a subject defined meanings when used in any certificate or other thing extendsdocument delivered or made available pursuant hereto, and such phrase shall not mean simply “if”. The unless otherwise defined therein;
(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References ;
(vii) references to a Person are also to its successors and permitted assigns. When calculating ;
(viii) the period use of time before which, within which or following which any act “or” is not intended to be done exclusive unless expressly indicated otherwise; and
(ix) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.
(b) Notwithstanding anything to the contrary contained in the Company Disclosure Schedule or step taken pursuant to in this Agreement, the date that is the reference date information and disclosures contained in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each any Section of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Company Disclosure Schedule as though fully set forth in such date other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. No reference to or time disclosure of any item or other matter in any Section of this Agreement, including any Section of the Company Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract or Law shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
(c) Notwithstanding anything to the contrary contained in the City Parent Disclosure Schedule or in this Agreement, the information and disclosures contained in any Section of New Yorkthe Parent Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Parent Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. No reference to or disclosure of any item or other matter in any Section of this Agreement, New Yorkincluding any Section of the Parent Disclosure Schedule, U.S.A.shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, unless otherwise specifiedno such reference to or disclosure of a possible breach or violation of any Contract or Law shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Sources: Merger Agreement (Davita Inc)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and ; and
(vii) if the last day of such period conversion between USD and RMB is not a Business Day, necessary for the period shall end on the immediately following Business Day. Each of the parties hereto has participated in the drafting and negotiation purposes of this Agreement. If , unless specifically provided otherwise, such conversion shall be conducted at the USD:RMB middle exchange rate last published by China Foreign Exchange Trade System under the authorization of the People’s Bank of China as of the date that is five (5) Business Days prior to the date the relevant payment or calculation is to be made.
(b) The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is jointly drafted by all the parties hereto, Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Sources: Share Purchase Agreement (Momo Inc.)
Interpretation and Rules of Construction. When (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(i) when a reference is made in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Article or Section of, or an Exhibit or a Section Schedule to, this Agreement;
(ii) the table of this Agreement unless otherwise indicated. The contents and headings contained in for this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. Whenever ;
(iii) whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be are deemed to be followed by the words “without limitation.” The ”;
(iv) the words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunder” and words of similar import import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The ;
(v) the word “extentdisclosed” when used in this Agreement in reference to the Seller Disclosure Schedule, means fairly disclosed in the phrase “to Seller Disclosure Schedule;
(vi) all terms defined in this Agreement have the extent” shall mean the degree to which a subject defined meanings when used in any certificate or other thing extendsdocument delivered or made available pursuant hereto, and such phrase shall not mean simply “if”. The unless otherwise defined therein;
(vii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References ;
(viii) references to a Person are also to its successors and permitted assigns. When calculating ;
(ix) the period use of time before which, within which or following which any act “or” is not intended to be done exclusive unless expressly indicated otherwise; and
(x) references to sums of money are expressed in lawful currency of the European Union or step taken pursuant the PRC, and “€” refers to Euros and “RMB” refers to RenMinBi.
(b) Notwithstanding anything to the contrary contained in the Seller Disclosure Schedule or in this Agreement, the date that is the reference date information and disclosures contained in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each any Section of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time Seller Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of such date Seller Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent. No reference to or time disclosure of any item or other matter in any Section of this Agreement, including any Section of the City Seller Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of New Yorka possible breach or violation of any contract, New York, U.S.A., unless otherwise specifiedLaw or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Sources: Equity Transfer Agreement
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Article, Section, Schedule or Exhibit, such reference is to an Article or Section of, or Schedule or Exhibit to, this Agreement unless otherwise indicated. References to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The table of contents and descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunder” and words of similar import import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The term Any references in this Agreement to “orUS$” is not exclusiveshall be to U.S. dollars. The References to days mean calendar days unless otherwise specified. When used herein, the word “extent” in and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean simply “if”.” The term “or” is not exclusive. The definitions contained in this Agreement are applicable word “will” shall be construed to have the singular as well same meaning and effect as the plural forms of such terms. word “shall.” Any agreement, instrument or Law statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or Law statute as from time to time amended, modified or supplemented, unless otherwise specifically indicatedincluding (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, except, in the case of agreements or instruments listed in the PWM Disclosure Schedule, only to the extent the applicable amendment, modification or supplement is also appropriately listed therein. References in this Agreement to a Person are also specific laws or to its successors specific provisions of laws shall include all rules and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Dayregulations promulgated thereunder. Each of the parties hereto Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Sources: Share Exchange Agreement (China Biologic Products Holdings, Inc.)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Article, Section, Schedule or Exhibit, such reference is to an Article or Section of, or Schedule or Exhibit to, this Agreement unless otherwise indicated. References to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The table of contents and descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunder” and words of similar import import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The term Any references in this Agreement to “orUS$” is not exclusiveshall be to U.S. dollars. The References to days mean calendar days unless otherwise specified. When used herein, the word “extent” in and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean simply “if”.” The term “or” is not exclusive. The definitions contained in this Agreement are applicable word “will” shall be construed to have the singular as well same meaning and effect as the plural forms of such terms. word “shall.” Any agreement, instrument or Law statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or Law statute as from time to time amended, modified or supplemented, unless otherwise specifically indicatedincluding (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. References in this Agreement to a Person are also specific laws or to its successors specific provisions of laws shall include all rules and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Dayregulations promulgated thereunder. Each of the parties hereto Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Annex, an Exhibit, an Article or a Section, such reference shall be to an Exhibit Annex, an Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to (i) Parent if such documents, materials or information were available for review by Parent or its Representatives through the electronic data room hosted by Pandesa Corporation, doing business as ShareVault (the “Data Room”), and (ii) the Company if such documents, materials or information were delivered electronically to the Company or its Representatives by Parent or its Representatives in connection with the Transactions or, in either case, disclosed in an SEC Report filed and publicly available at least three (3) Business Days prior to the Agreement Date. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent The phrase “ordinary course of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement business” shall be given full, separate, and independent effect and that deemed to be followed by the words “consistent with past practice” whether or not such provisions are cumulativewords actually follow such phrase. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Sources: Transaction Agreement (Merus N.V.)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, a Schedule, an Article or a Section, such reference shall be to an Exhibit Exhibit, a Schedule, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to (i) Parent and Merger Sub if such documents, materials or information were available for review by Parent or its Representatives through the electronic data room hosted by Datasite Global Corporation and (ii) the Company if such documents, materials or information were delivered electronically to the Company or its Representatives by Parent or its Representatives in connection with the Transactions or, in either case, disclosed in an SEC Report filed and publicly available at least three (3) Business Days prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of In this Agreement, except to the extent otherwise provided or to the extent that the context otherwise requires:
3.1. Whenever the words “include”, “includes” With regard to all dates and time periods set forth or “including” are used referred to in this Agreement, they time is of the essence. If this Agreement provides for or requires performance by the Parties of any covenant, agreement or obligation, but does not set forth any time period within which the same is to be performed, then the Party subject to such performance obligation shall be deemed obligated to be followed by the words “without limitation.” The words “hereof”so perform within a reasonable time period, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assignsexceed ten (10) Business Days. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if . If the last day of such period date on which any action is required to be taken hereunder by a Party is not a Business Day, the period such action shall end be required to be taken on the immediately following next succeeding day which is a Business Day.
3.2. Each When a reference is made in this Agreement to a Section, Appendix, Exhibit or Section of the parties hereto has participated Disclosure Letter, such reference is to a Section of, or an Appendix, Exhibit or Section of the Disclosure Letter to, this Agreement unless otherwise indicated. The headings for this Agreement are for reference purposes only and do not affect in any way the drafting meaning or interpretation of this Agreement.
3.3. Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and negotiation “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. If The use of “or” is not intended to be exclusive unless expressly indicated otherwise.
3.4. Any Law defined or referred to herein or in any other Transaction Document means such Law as from time to time amended, modified or supplemented, including by succession of comparable successor Laws. Any Contract defined or referred to herein or in any other Transaction Document means such Contract as from time to time amended, modified or supplemented, including any novation thereof.
3.5. References to a Person are also to such Person’s successors and permitted assigns. Any reference in this Agreement to gender shall include all genders and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms.
3.6. All terms defined in this Agreement have the defined meanings when used in any other Transaction Document or any certificate, instrument or other document made or delivered pursuant hereto, unless otherwise defined therein.
3.7. The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is jointly drafted by all the parties hereto, Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement.
3.8. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto The Parties intend that each representation, warranty, covenantand covenant contained herein will have independent significance. If any Party hereto has breached any representation, condition and agreement warranty, or covenant contained in this Agreement shall the Terms and Conditions in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that such Party has not breached will not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.
3.9. All actions constituting a part of the Transactions at the Closing will be given full, separatecompleted substantially simultaneously, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall no document will be deemed to be such date or time in delivered until all actions relating to the City Transactions are completed and all Closing Documents are delivered. This Agreement constitutes a legally binding contract that is intended to benefit the Company parties and the BUYER. By Signing this Agreement, each of New Yorkthe parties acknowledges to and agrees with the other parties THAT:
1. HE, New YorkSHE OR IT HAS READ THE ENTIRE AGREEMENT AND THE TRANSACTION DOCUMENTS, U.S.A.INCLUDING BUT NOT LIMITED TO THE TERMS AND CONDITIONS THEREIN, unless otherwise specifiedAGREES TO AND ACCEPTS ALL OF THE TERMS AND CONDITIONS THEREIN, AND ACKNOWLEDGES THAT HIS OR HER SIGNATURE (OR THE SIGNATURE OF ITS DULY AUTHORIZED MANAGERIAL OFFICIAL) BELOW CONSTITUTES AN AGREEMENT TO THE AGREEMENT IN ITS ENTIRETY; AND
2. THE AGREEMENT SUMMARY IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE APPENDICES TO THE AGREEMENT SUMMARY, AND TO THE EXTENT THAT THE TERMS AND CONDITIONS SET FORTH IN THE APPENDICES TO THE AGREEMENT SUMMARY CONFLICT WITH THE AGREEMENT SUMMARY, THE TERMS AND CONDITIONS SET FORTH IN THE APPENDICES TO THE AGREEMENT SUMMARY SHALL SUPERSEDE.
Appears in 1 contract
Interpretation and Rules of Construction. When (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(i) when a reference is made in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Article or Section of, or an Exhibit or a Section Schedule to, this Agreement;
(ii) the table of this Agreement unless otherwise indicated. The contents and headings contained in for this Agreement are for reference purposes only and shall do not affect in any way the meaning or interpretation of this Agreement. Whenever ;
(iii) whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be are deemed to be followed by the words “without limitation.” The ”;
(iv) the words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunder” and words of similar import import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” ;
(v) all terms defined in this Agreement have the phrase “to the extent” shall mean the degree to which a subject defined meanings when used in any certificate or other thing extendsdocument made or delivered pursuant hereto, and such phrase shall not mean simply “if”. The unless otherwise defined therein;
(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred ;
(vii) references to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a any Person are also to its successors and permitted assigns. When calculating ;
(viii) the period use of time before which, within which or following which any act “or” is not intended to be done or step taken pursuant exclusive unless expressly indicated otherwise; and
(ix) references to this Agreement, sums of money are expressed in lawful currency of the date that is the reference date in calculating such period shall be excludedUnited States of America, and if “$” refers to U.S. dollars.
(b) Notwithstanding anything to the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties hereto has participated contrary contained in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arisesDisclosure Schedules, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given fullor in the other Transaction Documents, separate, the information and independent effect and that such provisions are cumulative. Any reference disclosures contained in this Agreement to any Section of a date or time Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of such date Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. No reference to or time disclosure of any item or other matter in any Section of this Agreement, including any Section of a Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the City foregoing, no such reference to or disclosure of New Yorka possible breach or violation of any contract, New York, U.S.A., unless otherwise specifiedLaw or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in this Agreement to a Schedule, an Exhibit Article or a Section, such reference shall be to a Schedule, an Exhibit Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to (i) Parent if such documents, materials or information were available for review by Parent or its Representatives through the electronic data room hosted by Datasite prior to the execution of this Agreement and (ii) the Company if such documents, materials or information were delivered electronically to the Company or its Representatives by Parent or its Representatives in connection with the Transactions or, in either case, disclosed in an SEC Report filed and publicly available at least two (2) Business Days prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Notwithstanding anything to the contrary set forth herein, exhibits and schedules referred to herein are “facts ascertainable” (as such term is used in Section 251(b) of the DGCL) and, for purposes of the Laws of the State of Delaware, including Section 251 of the DGCL, are not a part of, and do not form, this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, an Article or a Section, such reference shall be to an Exhibit Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Poseidon”, which is hosted by Intralinks (▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a SEC Report filed and publicly available, in each case, at least two (2) Business Days prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. When “since” is used in connection with a date, the period covered thereby shall be inclusive of such date. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. The phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Sources: Merger Agreement (Danaher Corp /De/)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for the purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a reference is made in this Agreement to an Exhibit or a Sectiontable of contents, such reference shall be to an Exhibit or a Section the division of this Agreement unless otherwise indicated. The into Clauses and other subdivisions and the insertion of headings contained in and titles for each Clause of this Agreement are for convenience of reference purposes only and shall not affect or be utilized in any way the meaning construing or interpretation of interpreting this Agreement. Whenever the words “include”;
(ii) any reference in this Agreement to a Clause, “includes” Paragraph, Exhibit or “including” are used in Schedule, such reference is to a Clause or Paragraph of, or a Schedule or Exhibit to, this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” unless otherwise indicated. All Exhibits and “hereunder” and words of similar import when used in this Agreement shall refer Schedules to this Agreement as a whole and not or referred to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable hereby incorporated in and made a part of this Agreement as if set forth in full in this Agreement; † Confidential treatment requested.
(iii) any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation of such word means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the singular as well as the plural forms of such terms. Any agreement, instrument specific or Law defined similar items or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When matters immediately following it;
(v) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if all references to dates and times shall, except as expressly provided otherwise, mean dates and times in the last day China Standard Time zone;
(vi) references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant Person, consistent in all material respects (including nature and scope) with the prior practice of such period Person;
(vii) references to “writing”, “written” and comparable expressions include any mode of reproducing words in a legible and non-transitory form including emails and faxes, provided the sender complies with the applicable provisions of Clause 11.7 (Notices);
(viii) if any payment under this Agreement would have been, but for this Clause 1.2(a)(viii), due and payable on a date that is not a Business Day, the period then such payment shall end instead be due and payable on the immediately following first Business Day. Each Day after such date;
(ix) the term “non-assessable”, when used with respect to any shares, means that no further sums are required to be paid by the holders of such shares in connection with the issue of such shares for such issuance to be valid under the Laws of the parties hereto has participated in Cayman Islands; and
(x) references to “Indemnification” or terms of similar construct includes indemnification with respect to a direct claim or a Third Party Claim.
(b) In the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Sources: Share Subscription Agreement (Alibaba Group Holding LTD)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, an Article or a Section, such reference shall be to an Exhibit Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room entitled “Project Poseidon”, which is hosted by Intralinks (h▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) in connection with the transactions contemplated hereby or disclosed in a SEC Report filed and publicly available, in each case, at least two (2) Business Days prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. When “since” is used in connection with a date, the period covered thereby shall be inclusive of such date. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. The phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Sources: Merger Agreement (Pall Corp)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, a Schedule, an Article or a Section, such reference shall be to an Exhibit Exhibit, a Schedule, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to (i) Parent and Merger Sub if such documents, materials or information were available for review by Parent or its Representatives through the electronic data room hosted by Ansarada and (ii) the Company if such documents, materials or information were delivered electronically to the Company or its Representatives by Parent or its Representatives in connection with the Transactions or, in either case, disclosed in an SEC Report filed and publicly available at least three (3) Business Days prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent The phrase “ordinary course of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement business” shall be given full, separate, and independent effect and that deemed to be followed by the words “consistent with past practice” whether or not such provisions are cumulativewords actually follow such phrase. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Sources: Merger Agreement (Axonics, Inc.)
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New YorkMinneapolis, New YorkMN, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any Shares, and if means that no further sums are required to be paid by the last day of such period is not a Business Dayholders thereof in connection with the issue thereof; and
(viii) except as otherwise provided herein, any reference in this Agreement to $ or US$ means U.S. dollars, the period shall end on the immediately following Business Day. Each lawful currency of the parties hereto has participated in U.S.
(b) In the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, an Article or a Section, such reference shall be to an Exhibit Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were available for review by the Company or the Company Table of Contents Representatives through the electronic data room entitled “Project Snow” in connection with the transactions contemplated hereby or disclosed in a SEC Report filed and publicly available, in each case, at least two Business Days prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. When “since” is used in connection with a date, the period covered thereby shall be inclusive of such date. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City Table of New York, New York, U.S.A., unless otherwise specified.Contents
Appears in 1 contract
Sources: Merger Agreement (Cepheid)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for the purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires; and
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and .
(vii) if the last day of such period conversion between US$ and RMB is not a Business Day, necessary for the period shall end on the immediately following Business Day. Each of the parties hereto has participated in the drafting and negotiation purposes of this Agreement. If , unless specifically provided otherwise, such conversion shall be conducted at the US$: RMB middle exchange rate last published by China Foreign Exchange Trade System under the authorization of the People’s Bank of China (at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇/zhengcehuobisi/125207/125217/125925/index.html) as of the date that is one (1) Business Day prior to the date hereof.
(b) The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is jointly drafted by all the parties hereto, Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, an Article or a Section, such reference shall be to an Exhibit Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Purchaser, if such documents, materials or information were (a) available for review by such person and its Representatives through the electronic data room entitled “Project House”, which is hosted by ▇▇▇▇▇▇▇ Datasite in connection with the Transactions, (b) otherwise provided by or on behalf of the Company to Parent, Purchaser or their Representatives. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. .” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business DayDay (if being calculated based on Business Days). Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if all references to dates and times shall, except as expressly provided otherwise, mean dates and times in the last day local time zone of New York City;
(vii) references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant Person, consistent in all material respects (including nature and scope) with the prior practice of such period Person;
(viii) references to “writing,” “written” and comparable expressions include any mode of reproducing words in a legible and non-transitory form including emails and faxes;
(ix) if any payment hereunder would have been, but for this Section 1.3(a)(ix), due and payable on a date that is not a Business Day, the period then such payment shall end instead be due and payable on the immediately following first Business Day. Each of Day after such date;
(x) all monetary amounts used herein are denominated in USD unless specifically provided otherwise herein; if the parties hereto has participated in the drafting conversion between USD and negotiation RMB is necessary for purposes of this Agreement. If , unless specifically provided otherwise herein, such conversion shall be conducted at the Reference Exchange Rate as of the date of such conversion; and
(xi) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof.
(b) In the event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section of Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated. The headings contained All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any Shares, and if means that no further sums are required to be paid by the last day of such period is not a Business Dayholders thereof in connection with the issue thereof; and
(viii) except as otherwise provided herein, any reference in this Agreement to $ or US$ means U.S. dollars, the period shall end on the immediately following Business Day. Each lawful currency of the parties hereto has participated in United States.
(b) In the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Article, Section, Schedule or Exhibit, such reference is to an Article or Section of, or Schedule or Exhibit to, this Agreement unless otherwise indicated. References to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The table of contents and descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunder” and words of similar import import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The term Any references in this Agreement to “orUS$” is not exclusiveshall be to U.S. dollars. The References to days mean calendar days unless otherwise specified. When used herein, the word “extent” in and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean simply “if”.” The term “or” is not exclusive. The definitions contained in this Agreement are applicable word “will” shall be construed to have the singular as well same meaning and effect as the plural forms of such terms. word “shall.” Any agreement, instrument or Law statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or Law statute as from time to time amended, modified or supplemented, unless otherwise specifically indicatedincluding (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, except, in the case of agreements or instruments listed in the Blockchain Alliance Disclosure Schedule, only to the extent the applicable amendment, modification or supplement is also appropriately listed therein. References in this Agreement to a Person are also specific laws or to its successors specific provisions of laws shall include all rules and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Dayregulations promulgated thereunder. Each of the parties hereto Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Annex, an Exhibit, an Article or a Section, such reference shall be to an Exhibit Annex, an Exhibit, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, ,” “hereto”, ,” “hereby”, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were at least one (1) Business Day prior to the date hereof (a) available for review by such person and its Representatives through the electronic data room entitled “Project Sky,” which is hosted by M▇▇▇▇▇▇ Datasite in connection with the Transactions, (b) disclosed in a SEC Document filed and publicly available, or (c) otherwise provided by or on behalf of the Company in writing to Parent, Merger Sub or their Representatives. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. .” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such termsterms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument Contract or Law defined or referred to herein means such agreement, instrument Contract or Law as from time to time amended, modified or supplemented. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, unless except to the extent otherwise specifically indicatedindicated or that the context otherwise requires. References to “ordinary course of business” refers to the ordinary course of business of the Company and the Subsidiaries of the Company, taken as a whole, materially consistent with past practice. References to a Person person are also to its successors and permitted assigns. When calculating References to a “wholly-owned Subsidiary” shall mean, with respect to any Subsidiary of any person, that 100% of the outstanding capital stock of such Subsidiary is owned, directly or indirectly, by such person and/or its other wholly-owned Subsidiaries. References to a “wholly-owned Company Subsidiary” shall mean, with respect to any Company Subsidiary, that 100% of the outstanding capital stock of such Company Subsidiary is owned, directly or indirectly, by the Company and/or its other wholly-owned Subsidiaries. If the last day of a period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period Agreement is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in Whenever this Agreement shall be given fullrequires a Company Subsidiary to take any action, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time requirement shall be deemed to include an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Company to cause such Subsidiary to take such action. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such date or time in action. All references herein to “parties” shall be to the City of New York, New York, U.S.A., parties hereto unless the context shall otherwise specifiedrequire.
Appears in 1 contract
Sources: Merger Agreement (Sonic Corp)
Interpretation and Rules of Construction. When (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference is made only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or a SectionSchedule, such reference shall be is to an Exhibit Article or Section of, or a Section Schedule or Exhibit to, this Agreement, unless otherwise indicated, and all Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement unless otherwise indicated. The headings contained as if set forth in full herein;
(iii) any reference in this Agreement are for reference purposes to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not affect in be construed to limit any way general statement that it follows to the meaning specific or interpretation of this Agreement. Whenever the similar items or matters immediately following it;
(v) words such as “include”, herein,” “includeshereinafter,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References merely to a Person are also to its successors and permitted assigns. When subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) if any payment hereunder would have been, but for this Section 1.2(a)(vii), due and if the last day of such period payable on a date that is not a Business Day, the period then such payment shall end instead be due and payable on the immediately following first Business Day. Each of Day after such date; and
(viii) the parties hereto has participated term “non-assessable,” when used with respect to any Shares, means that no further sums are required to be paid by the holders thereof in connection with the drafting and negotiation of this Agreement. If issue thereof.
(b) In the event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions provision of this Agreement. References .
(c) In this Agreement, USD and HKD are converted at the exchange rate of USD1.00 to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition HKD7.78092 and agreement contained in this Agreement shall be given full, separatevice versa, and independent effect USD and that such provisions RMB are cumulative. Any reference in this Agreement converted at the exchange rate of USD1.00 to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specifiedRMB6.44102.
Appears in 1 contract
Sources: Share Purchase Agreement
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit Exhibit, a Schedule, an Article or a Section, such reference shall be to an Exhibit Exhibit, a Schedule, an Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” ”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to (i) Parent and Merger Sub if such documents, materials or information were available for review by Parent or its Representatives through the electronic data room hosted by Ansarada and (ii) the Company if such documents, materials or information were delivered electronically to the Company or its Representatives by Parent or its Representatives in connection with the Transactions or, in either case, disclosed in an SEC Report filed and publicly available at least three (3) Business Days prior to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to 68 the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent The phrase “ordinary course of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement business” shall be given full, separate, and independent effect and that deemed to be followed by the words “consistent with past practice” whether or not such provisions are cumulativewords actually follow such phrase. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in this Agreement to an Exhibit or a SectionUnless otherwise expressly provided, such reference shall be to an Exhibit or a Section for the purposes of this Agreement unless otherwise indicated. the following rules of interpretation shall apply:
(a) The table of contents and headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. .
(b) When a reference is made in this Agreement to an article or a section, paragraph, exhibit or schedule, such reference shall be to an article or a section, paragraph, exhibit or schedule of this Agreement unless otherwise clearly indicated to the contrary.
(c) Whenever the words “"include”, “," "includes” " or “"including” " are used in this Agreement, Agreement they shall be deemed to be followed by the words “"without limitation.” "
(d) The words “"hereof”, “hereto”, “hereby”, “," "herein” " and “hereunder” "herewith" and words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in .
(e) Unless otherwise indicated, all references to "the phrase “to the extent” date hereof" shall mean the degree date of this Agreement.
(f) The meaning assigned to which a subject or other thing extends, and such phrase each term defined herein shall not mean simply “if”. The definitions contained in this Agreement are be equally applicable to both the singular as well as and the plural forms of such termsterm, and words denoting any gender shall include all genders. Any agreementWhere a word or phrase is defined herein, instrument each of its other grammatical forms shall have a corresponding meaning.
(g) A reference to "$," "U.S. dollars" or Law defined "dollars," shall mean the legal tender of the United States of America.
(h) A reference to any legislation or referred to herein means such agreementany provision of any legislation shall include any amendment to, instrument and any modification or Law re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto.
(i) Except as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to expressly stated in this Agreement, nothing in or addressed by any representation or warranty made by any Person in this Agreement shall in any way limit or restrict the date that is scope, applicability, meaning of or the matters addressed by any other representation or warranty made by such Person herein.
(j) A reference date in calculating such to any period of days shall be excluded, deemed to be to the relevant number of calendar days unless otherwise specified.
(k) The parties have been represented by counsel and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties hereto has have participated jointly in the negotiation and drafting and negotiation of this Agreement. If In the event an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is drafted jointly by all the parties heretoparties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Sources: Business Separation and Merger Agreement (Coca Cola Co)
Interpretation and Rules of Construction. (a) When a reference is made in this Agreement to an Exhibit Annex, Exhibit, Article or a Section, such reference shall be to an Exhibit Annex, Exhibit, Article or a Section of this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, ,” “hereto”, ,” “hereby”, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Purchaser, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room (the “Data Room”) entitled “Project Weston Pre-LOI Data Room,” which is hosted by Mirus Securities, Inc. in connection with the Transactions or disclosed in a SEC Report filed and publicly available, in each case, at least two (2) Business Days prior to the Agreement Date. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. .” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. References to “days” shall mean “calendar days” unless expressly stated otherwise. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the time zone in which Boston, Massachusetts is located, unless otherwise specified.
(b) Each of the parties hereto Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretoParties, and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
Appears in 1 contract
Interpretation and Rules of Construction. When a reference is made in This Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement to an Exhibit or a Section, such reference shall be to an Exhibit any particular provision hereof or a Section who supplied the form of Agreement. In construing this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and Agreement:
(a) examples shall not affect in any way be construed to limit, expressly or by implication, the meaning or interpretation of this Agreement. Whenever matter they illustrate;
(b) the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions and the words “include”, “includeshereof,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, ,” “herein,” and “hereunder” and words of similar import when used terms in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term section or article in which such words appear and unless otherwise specified, any reference to Applicable Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder;
(c) the word “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”be exclusive;
(d) a defined term has its defined meaning throughout this Agreement and in each Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) any reference to any federal, state, local or foreign law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. The definitions contained PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(f) all article, section, paragraph, schedules and exhibit references used in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreementarticles, instrument or Law defined or referred sections, paragraphs, schedules and exhibits to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, this Agreement unless otherwise specifically indicated. References specified;
(g) each Exhibit and Schedule to this Agreement is a part of this Agreement, but, in the event of any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail;
(h) the Recitals, headings and titles herein are for convenience only and shall have no significance in the interpretation hereof;
(i) any reference to a Person are also to its includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity;
(j) relative to the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship determination of any period of the provisions of this Agreement. References time, “from” means “from and including,” “to” means “to but excluding” and “daysthrough” shall mean means “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition through and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.including”;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wisconsin Public Service Corp)