Sanctions means any sanctions administered or enforced by the U.S. government (including without limitation, the U.S. Department of the Treasurys Office of Foreign Assets Control or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majestys Treasury or other applicable jurisdictions.
SEC means the U.S. Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended.
Significant Terms means, collectively, (i) the definitions of Aggregate Equity Commitment Amount, Discount to Equity Value, End Outside Date, Equity Commitment, Equity Commitment Percentage, Final Equity Commitment, Initial Equity Commitment, Initial Equity Commitment Percentage, Outside Date, Plan Equity Value, Purchase Price, Requisite Commitment Parties, and Significant Terms, and (ii) the terms of Section 2.1, Section 2.4, Section 2.5, Section 3.1, Section 3.2 and Section 9.5(a).
Subsequent Commitment Party means each Commitment Party who becomes a party to this Agreement after the date hereof pursuant to Section 2.1(b), listed as a Subsequent Commitment Party on Schedule 1 (as it may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement, and subject to Section 2.2(a)). Unless the context otherwise requires, each reference herein to a Subsequent Commitment Party shall be deemed also to include a reference to such Subsequent Commitment Partys Related Purchaser, if applicable.
Subsequent Commitment Party Joinder means a joinder in the form attached hereto as Exhibit A.
Subsidiary means, with respect to any Person, any corporation, partnership, joint venture or other legal entity as to which such Person (either alone or through or together with any other subsidiary), (a) owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests, (b) has the power to elect a majority of the board of directors or similar governing body thereof or (c) has the power to direct the business and policies thereof.
Support Period means, with respect to any Commitment Party, the period commencing on the date hereof and ending on the earlier of (i) the date on which this Agreement is terminated with respect to such Party in accordance with the terms hereof and (ii) the Effective Date.
Takeover Statute means any restrictions contained in any fair price, moratorium, control share acquisition, business combination or other similar anti-takeover statute or regulation.
Taxes means all taxes, assessments, duties, levies or other similar mandatory governmental charges paid to a Governmental Entity, including all federal, state, local, foreign and other income, franchise, profits, gross receipts, capital gains, capital stock, transfer, property, sales, use, value-added, occupation, excise, severance, windfall profits, stamp, payroll, social security, withholding and other taxes, assessments, duties, levies or other similar mandatory governmental charges of any kind whatsoever paid to a Governmental Entity (whether payable directly or by