Existing Credit Agreements means (i) the Credit Agreement dated as of October 2, 2018 among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the Credit Agreement, dated as of October 2, 2018, among Northwest Natural Gas Company, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, in each case, as amended, supplemented or restated, if applicable, and including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable.
Existing Indenture means the Mortgage and Deed of Trust dated as of July 1, 1946 between Northwest Natural Gas Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee, as amended or supplemented.
FINRA means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require.
GAAP means generally accepted accounting principles in the United States.
Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and any free writing prospectus that is listed in Exhibit H hereto in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g).
Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit H hereto.
Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity.
Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 60th day after the date of this Agreement, as the same may be extended as provided herein.
NYSE means the New York Stock Exchange.
OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department.
Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity.