Section 1.1 Definitions. For purposes of this Agreement, the following terms and variations thereof have the meanings set forth below:
10-K Filing Date shall mean the earlier of (i) the filing of the Companys Annual Report on Form 10-K for the year ended December 31, 2021 and (ii) April 13, 2022.
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after consultation with outside counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
Affiliates means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that Person, whether through the ability to exercise voting power, by contract or otherwise.
Agreement shall have the meaning given in the Preamble, as amended from time to time in accordance herewith.
Atlantic Park shall have the meaning given in the Preamble.
Atlantic Park Warrant shall have the meaning given in the Recitals.
Board shall mean the Board of Directors of the Company.
Business Day means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
Commission means the Securities and Exchange Commission.
Common Stock shall have the meaning given in the Recitals.
Company shall have the meaning given in the Preamble.
Company Competitor means any Person, or any Affiliate thereof, engaged in a business similar to that of the Company, or any of its direct or indirect Subsidiaries, that provides any of the services or product sales as currently provided by the Company, including such entities engaged in the business of providing asset integrity management and performance solutions, conventional NDE, advanced NDE, heat treating products and services, tank management solutions, pipeline integrity solutions, machining, torquing and bolting, field machining, vapor barrier services, weld testing services, onstream services, hot tap, leak repair and line intervention services, valve management solutions (valve sales and repair), emission control services, Quest Integrity proprietary inspections (serving unpiggable piping, furnace tubes and steam reformer tubes), Quest Integrity advanced engineering and Quest Integrity advanced digital imaging, including designing, developing, manufacturing, distributing or assembling equipment or products to support such services, to the following industry sectors: Energy (refining, power, renewable, nuclear and LNG), Manufacturing and Process (chemical, petrochemical, pulp and paper, manufacturing, automotive and mining), Midstream and Others (valves, pipeline, terminals and storage and offshore and subsea), Aerospace and Defense (aerospace and government) and Infrastructure (amusement parks, dams, ports, roads and railways, construction and building and bridges).