Grouped Into 25 Collections of Similar Clauses From Business Contracts
This page contains Certain Defined Terms clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Certain Defined Terms. As used in this Warrant, the following terms have the meanings specified below: (a) "Business Day" means any day that is not a Saturday, Sunday or a day observed as a legal holiday by the US Federal Government and/or the State of New York. (b) "Change of Control" means, for a transaction involving the Company, whether effected in one transaction or a series of related transactions: (a) any merger, consolidation, reorganization, recapitalization or restructuring, formation of a joint venture, par...tnership or other business combination pursuant to which all or substantially all of the business and assets of the Company are acquired by or combined with that of another person or (b) the acquisition by another person, of more than 50% of the capital stock or assets of the Company by way of a negotiated purchase or otherwise. (c) "Manufacturer" means a manufacturer or distributor of passenger automobiles, vans and/or light-duty trucks. (d) "MSRP" means, with respect to each Vehicle (as defined in the Base Indenture), the Manufacturer's suggested retail price for such Vehicle (as defined in the Base Indenture) based on information from the Manufacturer and such Vehicle's (as defined in the Base Indenture) make, model, options and characteristics.View More
Certain Defined Terms. As used in this Warrant, the following terms have the meanings specified below: (a) "Business Day" means any day that is not a Saturday, Sunday or a day observed as a legal holiday by the US Federal Government and/or the State of New York. (b) "Change of Control" means, for a transaction involving the Company, whether effected in one transaction or a series of related transactions: (a) any merger, consolidation, reorganization, recapitalization or restructuring, formation of a joint venture, par...tnership or other business combination pursuant to which all or substantially all of the business and assets of the Company are acquired by or combined with that of another person or (b) the acquisition by another person, of more than 50% of the capital stock or assets of the Company by way of a negotiated purchase or otherwise. (c) "Manufacturer" means a manufacturer or distributor of passenger automobiles, vans and/or light-duty trucks. (d) "MSRP" means, with respect to each Vehicle (as defined in the Base Indenture), the Manufacturer's suggested retail price for such Vehicle (as defined in the Base Indenture) based on information from the Manufacturer and such Vehicle's (as defined in the Base Indenture) make, model, options and characteristics. 22 35. Investment Unit. The Company, the Issuer and the Holder acknowledge and agree that the Class A Notes (as defined in the Indenture) made on the Effective Date (as defined in the Indenture) and the Warrant, taken together, comprise an "investment unit" for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and agree that the issue price of such investment unit shall be allocated between the Class A Notes (as defined in the Indenture) and the Warrant based on their relative fair market values as of the Effective Date, in accordance with Treasury Regulation Section 1.1273-2(h). For this purpose, the Company, the Issuer and the Holder agree that, as of the Effective Date (as defined in the Indenture), the fair market value of the Warrant is $0. The Company, the Issuer and the Holder agree to file all applicable tax returns in a manner consistent with such allocation and not to take any position on any tax return or in any tax proceeding that is inconsistent with such allocation, unless otherwise required by a contrary "determination" within the meaning of Section 1313 of the Code. View More
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and, with respect to the Company, specifically includes StepStone, but, for the avoidance of doubt, does not inc...lude the StepStone Funds or their investments or portfolio companies or special purpose entities formed to make any such investments or acquire any such portfolio companies; (d) "StepStone Funds" means, collectively, all Funds (excluding their portfolio companies and investments and all special purpose entities formed to acquire any such portfolio companies and investments) (i) sponsored or promoted by the Company or any of its subsidiaries, (ii) for which the Company or any of its subsidiaries acts as a general partner or managing member (or in a similar capacity) or (iii) for which the Company or any of its subsidiaries acts as an investment adviser or investment manager and (e) "Fund" means any collective investment vehicle (whether open-ended or -41- closed-ended) including, without limitation, an investment company, a general or limited partnership, a trust and any other business entity or investment vehicle organized in any jurisdiction that provides for management fees or "carried interest" (or other similar profits allocations) to be borne by investors therein.View More
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and, with respect to the Company, specifically includes StepStone, but, for the avoidance of doubt, does not inc...lude the StepStone Funds or their investments or portfolio companies or special purpose entities formed to make any such investments or acquire any such portfolio companies; (d) "StepStone Funds" means, collectively, all Funds (excluding their portfolio companies and investments and all special purpose entities formed to acquire any such portfolio companies and investments) (i) sponsored or promoted by the Company or any of its subsidiaries, (ii) for which the Company or any of its subsidiaries acts as a general partner or managing member (or in a similar capacity) or (iii) for which the Company or any of its subsidiaries acts as an investment adviser or investment manager and (e) "Fund" means any collective investment vehicle (whether open-ended or -41- closed-ended) including, without limitation, an investment company, a general or limited partnership, a trust and any other business entity or investment vehicle organized in any jurisdiction that provides for management fees or "carried interest" (or other similar profits allocations) to be borne by investors therein. -42- 17. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the StepStone Parties and the Selling Stockholders, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. View More
Certain Defined Terms. For purposes of this Agreement: (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; (d) "BHC Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordan...ce with, 12 U.S.C. 1841(k)) of such party; 28 (e) "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (f) "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1 as applicable; (g) "Insolvency Proceeding" means a receivership, insolvency, liquidation, resolution, or similar proceeding; and (h) "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.View More
Certain Defined Terms. For purposes of this Agreement: Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under... the Exchange Act. In addition, the terms that follow, when used in this Agreement, shall have the meanings indicated. 23 "BHC Act Affiliate" of a party means an has the meaning assigned to the term "affiliate" (as such term is defined under, in, and shall be interpreted in accordance with, 12 U.S.C. 1841(k)) of such party; 28 (e) § 1841(k). "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (f) 382.2(b). "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1 382.1, as applicable; (g) "Insolvency Proceeding" means a receivership, insolvency, liquidation, resolution, or similar proceeding; and (h) applicable. "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More
Certain Defined Terms. For purposes of this Agreement, the following definitions shall apply: (a) "Cause" shall mean the Executive's: (i) continuing failure or refusal to perform the services and duties of the Executive's position; (ii) gross negligence, dishonesty, breach of fiduciary duty or breach of any other duty owed to the Company; (iii) the commission by the Executive of any act of fraud, embezzlement or substantial disregard of the rules or policies of the Company; (iv) acts which, in the judgement of the Boa...rd of Directors of the Company, would tend to generate significant adverse publicity towards the Company; (v) the commission or plea of nolo contendere, by the Executive of a felony; or (vi) a breach by the Executive of the terms of the Non-Disclosure and Intellectual Proprietary Rights Agreement executed by the Executive (the "Non-Disclosure and Intellectual Proprietary Rights Agreement"). (b) "Change in Control" shall have the meaning given such term in the Plan. (c) "Good Reason" shall mean the occurrence of any of the following events without the Executive's written consent: (i) a material diminution in the nature or scope of the Executive's responsibilities, duties or authority; (ii) a material diminution in the Executive's annual base salary rate, unless applied in substantially equal or pro-rata fashion across the other similar "C" level executives of the Company; or (iii) a change in the geographic location where the Executive is required to perform services or at which the Executive is principally employed to a geographic location more than 50 miles from the Executive's principal place of employment as of the date hereof. -3- The Executive is required to provide the Company's CEO and General Counsel with written notice of the Good Reason condition within ninety (90) days of the initial existence of the condition, and the Company shall have thirty (30) days from receipt of such written notice to remedy the condition (the "Cure Period"). If the condition is not remedied within the Cure Period, the Executive must terminate employment with the Company within sixty (60) days of the end of the Cure Period for such termination to be for "Good Reason," and if the Executive does not terminate employment within sixty (60) days after the end of the Cure Period, Good Reason with respect to that condition shall be deemed irrevocably waived. (d) "Plan" shall mean the Company's 2017 Equity Incentive Plan, as may be amended, restated, or otherwise modified from time to time. (e) "Severance Period" shall mean a period equal to (i) in the case of a Qualifying Termination other than a Qualifying Termination described in clause (ii) of this sentence, one (1) month for each full year of continuous employment with the Company or its subsidiaries since the Executive's most recent date of hire, but in no event greater than twelve (12) months, and (ii) twelve (12) months, in the case of a Qualifying Termination that occurs (A) following the entrance by the Company into definitive documentation governing a Change in Control (including, without limitation, a purchase and sale agreement or merger agreement) but prior to consummation of such Change in Control, if such Change in Control has not been terminated or abandoned as of the date of such Qualifying Termination, or (B) on or within one (1) year following the occurrence of a Change in Control.View More
Certain Defined Terms. For purposes of this Agreement, the following definitions shall apply: (a) "Cause" shall mean the Executive's: (i) continuing failure or refusal to perform the services and duties of the Executive's position; (ii) gross negligence, dishonesty, breach of fiduciary duty or breach of any other duty owed to the Company; (iii) the commission by the Executive of any act of fraud, embezzlement or substantial disregard of the rules or policies of the Company; (iv) acts which, in the judgement of the Boa...rd of Directors of the Company, would tend to generate significant adverse publicity towards the Company; (v) the commission or plea of nolo contendere, by the Executive of a felony; or (vi) a breach by the Executive of the terms of the Non-Disclosure and Intellectual Proprietary Rights Agreement executed by the Executive (the "Non-Disclosure and Intellectual Proprietary Rights Agreement"). (b) "Change in Control" shall have the meaning given such term in the Plan. -3- (c) "Good Reason" shall mean the occurrence of any of the following events without the Executive's written consent: (i) a material diminution in the nature or scope of the Executive's responsibilities, duties or authority; (ii) a material diminution in the Executive's annual base salary rate, unless applied in substantially equal or pro-rata fashion across the other similar "C" level executives of the Company; or (iii) a change in the geographic location where the Executive is required to perform services or at which the Executive is principally employed to a geographic location more than 50 miles from the Executive's principal place of employment as of the date hereof. -3- The Executive is required to provide the Company's CEO and General Counsel with written notice of the Good Reason condition within ninety (90) days of the initial existence of the condition, and the Company shall have thirty (30) days from receipt of such written notice to remedy the condition (the "Cure Period"). If the condition is not remedied within the Cure Period, the Executive must terminate employment with the Company within sixty (60) days of the end of the Cure Period for such termination to be for "Good Reason," and if the Executive does not terminate employment within sixty (60) days after the end of the Cure Period, Good Reason with respect to that condition shall be deemed irrevocably waived. (d) "Plan" shall mean the Company's 2017 Equity Incentive Plan, as may be amended, restated, or otherwise modified from time to time. (e) "Severance Period" shall mean a period equal to (i) in four (4) months prior to the case first anniversary of a Qualifying Termination other than a Qualifying Termination described in clause the Executive's commencement of employment with the Company, (ii) between the first anniversary of this sentence, the Executive's commencement of employment and the third anniversary of the Executive's commencement of employment, three (3) months, and (iii) after the third anniversary of the Executive's commencement of employment, one (1) month for each full per year of continuous employment service with the Company or its subsidiaries since the Executive's most recent date of hire, but in no event greater than subsidiaries, up to twelve (12) months, and (ii) twelve (12) months, months. Notwithstanding the foregoing, in the case event of a Qualifying Termination that occurs (A) following the entrance by the Company into definitive documentation governing a Change in Control (including, without limitation, a purchase Control, from and sale agreement or merger agreement) but prior to consummation after the occurrence of such Change in Control, if such Change in Control has not been terminated or abandoned as of until the date of such Qualifying Termination, or (B) on or within one (1) year following anniversary of the occurrence of a Change in Control. Control, the Severance Period shall be twelve (12) months. View More
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchan...ge Act. In the event that the Company has only one subsidiary, then all references herein to "subsidiaries" of the Company shall be deemed to refer to such single subsidiary, mutatis mutandis.View More
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchan...ge Act. In the event that the Company has no subsidiaries, or only one subsidiary, then all references herein to "subsidiaries" of the Company shall be deemed to refer to no subsidiary, or such single subsidiary, mutatis mutandis. mutandis; and (e) in the event that there are no Underwriters other than the Representatives, then the phrase "other Underwriters" shall be deemed to refer to the Representatives. View More
