Certain Definitions Contract Clauses (12,603)
Grouped Into 102 Collections of Similar Clauses From Business Contracts
This page contains Certain Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of this Agreement, the following terms shall have the following respective meanings: (a) "Constructive Sale" means, with respect to any security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or
... entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or risks of ownership of such security. (b) "Shares" means (i) all shares of Merger Partner Capital Stock owned, beneficially or of record, by the Stockholder as of the date hereof, and (ii) all additional shares of Merger Partner Capital Stock acquired by the Stockholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Closing Date. (c) "Transfer" or "Transferred" means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge or hypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, or the gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title or interest therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Page 1 2. Transfer and Voting Restrictions. The Stockholder covenants to Public Company as follows: (a) During the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder's Shares, or publicly announce its intention to Transfer any of its Shares. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder's legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder's Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Stockholder's legal power, authority or right to vote the Stockholder's Shares in favor of the Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder, (iii) to any member of the Stockholder's immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially identical to this Agreement upon consummation of such Transfer.
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Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed thereto in the Merger Agreement. For
all purposes of this Agreement, the following terms shall have the
following respective
meanings: meanings set forth below: (a) "Constructive Sale" means, with respect to any security, a short sale with respect to such security, entering into
or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward
... contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly pledging, encumbering or assigning such security (other than any of the foregoing that would not materially changing impair the economic benefits or risks of ownership of such security. Company Shareholder's ability to perform its obligations under this Agreement). (b) "Shares" means (i) all shares of Merger Partner Capital Stock capital stock of the Company owned, beneficially or of record, by the Stockholder Company Shareholder as of the date hereof, and (ii) all additional shares of Merger Partner Capital Stock capital stock of the Company acquired by the Stockholder, Company Shareholder, beneficially or of record, including by way of converting any convertible securities, during the period commencing with the execution and delivery of this Agreement and expiring on the Closing Date. Expiration Date (as such term is defined in Section 7). (c) "Transfer" or "Transferred" means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge or pledge, hypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, Lien (other than a Lien that would not materially impair the Company Shareholder's ability to perform its obligations under this Agreement) upon or the gift, grant or placement in trust, or the Constructive Sale or other disposition of (i) such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or law), (ii) any right, title or interest therein in such security (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), otherwise) or (iii) the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Page 1 2. Transfer and Voting Restrictions. The Stockholder covenants to Public Company as follows: (a) During the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder's Shares, or publicly announce its intention to Transfer any of its Shares. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder's legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder's Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Stockholder's legal power, authority or right to vote the Stockholder's Shares in favor of the Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder, (iii) to any member of the Stockholder's immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially identical to this Agreement upon consummation of such Transfer. security.
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Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of
and under this Agreement, the following terms shall have the following respective meanings:
(a) "Constructive Sale" means, with respect to any security, a short sale with respect to such security, entering into or acquiring
a an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to
... deliver such security or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or and risks of ownership ownership. "Expiration Date" means the earlier to occur of (i) such security. (b) date and time as the Merger Agreement shall have been validly terminated pursuant to the terms of Article 8 thereof or (ii) the Closing Date. "Shares" means (i) all shares of Merger Partner Capital Common Stock owned, beneficially or of record, by the Stockholder a Shareholder as of the date hereof, and (ii) all additional shares of Merger Partner Capital Common Stock acquired by the Stockholder, a Shareholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Closing Expiration Date. (c) For avoidance of doubt, "Shares" shall include any shares of Common Stock owned indirectly by a Shareholder through the KSOP. "Transfer" or "Transferred" means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge or pledge, hypothecation, or the grant, creation or suffrage sufferage of a lien, security interest or encumbrance an Encumbrance in or upon, or the gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, succession or otherwise by operation of law) Law) or any right, title or interest therein (including (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, Contract or other arrangement or understanding, whether or not in writing, to effect any of the foregoing. Page 1 2. Transfer and Voting Restrictions. The Stockholder covenants to Public Company as follows: (a) During the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder's Shares, or publicly announce its intention to Transfer any of its Shares. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder's legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder's Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Stockholder's legal power, authority or right to vote the Stockholder's Shares in favor of the Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder, (iii) to any member of the Stockholder's immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially identical to this Agreement upon consummation of such Transfer.
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Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of this Agreement, the following terms shall have the following respective meanings: (a) "Constructive Sale" means, with respect to any security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or
... entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or risks of ownership of such security. (b) "Shares" means (i) all shares of Merger Partner Capital Tyme Common Stock owned, beneficially or of record, by the Stockholder as of the date hereof, and (ii) all additional shares of Merger Partner Capital Tyme Common Stock acquired by the Stockholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Closing Date. (c) "Transfer" or "Transferred" means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge or hypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, or the gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title or interest therein (including any right or power Page 1 to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Page 1 2. Transfer and Voting Restrictions. The Stockholder covenants to Public Company as follows: (a) During the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder's Shares, or publicly announce its intention to Transfer any of its Shares. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder's legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder's Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Stockholder's legal power, authority or right to vote the Stockholder's Shares in favor of the Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder, (iii) to any member of the Stockholder's immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially identical to this Agreement upon consummation of such Transfer.
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Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of this Agreement, the following terms shall have the following respective meanings: (a) "Constructive Sale" means, with respect to any security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or
... entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or risks of ownership of such security. (b) "Shares" means (i) all shares of Merger Partner Capital Stock owned, beneficially or of record, by the Stockholder as of the date hereof, and (ii) all additional shares of Merger Partner Capital Stock acquired by the Stockholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Closing Date. (c) "Transfer" or "Transferred" means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge or hypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, or the gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title or interest therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Page 1 2. Transfer and Voting Restrictions. The Stockholder covenants to Public Company as follows: (a) During the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder's Shares, or publicly announce its intention to Transfer any of its Shares. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder's legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder's Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Stockholder's legal power, authority or right to vote the Stockholder's Shares in favor of the Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder, (iii) to any member of the Stockholder's immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially identical to this Agreement upon consummation of such Transfer.
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Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed thereto in the Merger Agreement. For
all purposes of this Agreement, the following terms shall have the
following respective
meanings: meanings set forth below: (a) "Constructive Sale" means, with respect to any security, a short sale with respect to such security, entering into
or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward
... contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly pledging, encumbering or assigning such security (other than any of the foregoing that would not materially changing impair the economic benefits or risks of ownership of such security. Company Shareholder's ability to perform its obligations under this Agreement). (b) "Shares" means (i) all shares of Merger Partner Capital Stock capital stock of the Company owned, beneficially or of record, by the Stockholder Company Shareholder as of the date hereof, and (ii) all additional shares of Merger Partner Capital Stock capital stock of the Company acquired by the Stockholder, Company Shareholder, beneficially or of record, including by way of converting any convertible securities, during the period commencing with the execution and delivery of this Agreement and expiring on the Closing Date. Expiration Date (as such term is defined in Section 7). (c) "Transfer" or "Transferred" means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge or pledge, hypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, Lien (other than a Lien that would not materially impair the Company Shareholder's ability to perform its obligations under this Agreement) upon or the gift, grant or placement in trust, or the Constructive Sale or other disposition of (i) such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or law), (ii) any right, title or interest therein in such security (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), otherwise) or (iii) the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Page 1 2. Transfer and Voting Restrictions. The Stockholder covenants to Public Company as follows: (a) During the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder's Shares, or publicly announce its intention to Transfer any of its Shares. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder's legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder's Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Stockholder's legal power, authority or right to vote the Stockholder's Shares in favor of the Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder, (iii) to any member of the Stockholder's immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially identical to this Agreement upon consummation of such Transfer. security.
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Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of
and under this Agreement, the following terms shall have the following respective meanings:
(a) "Constructive Sale" means, with respect to any security, a short sale with respect to such security, entering into or acquiring
a an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to
... deliver such security or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or and risks of ownership ownership. "Expiration Date" means the earlier to occur of (i) such security. (b) date and time as the Merger Agreement shall have been validly terminated pursuant to the terms of Article 8 thereof or (ii) the Closing Date. "Shares" means (i) all shares of Merger Partner Capital Common Stock owned, beneficially or of record, by the Stockholder a Shareholder as of the date hereof, and (ii) all additional shares of Merger Partner Capital Common Stock acquired by the Stockholder, a Shareholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Closing Expiration Date. (c) For avoidance of doubt, "Shares" shall include any shares of Common Stock owned indirectly by a Shareholder through the KSOP. "Transfer" or "Transferred" means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge or pledge, hypothecation, or the grant, creation or suffrage sufferage of a lien, security interest or encumbrance an Encumbrance in or upon, or the gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, succession or otherwise by operation of law) Law) or any right, title or interest therein (including (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, Contract or other arrangement or understanding, whether or not in writing, to effect any of the foregoing. Page 1 2. Transfer and Voting Restrictions. The Stockholder covenants to Public Company as follows: (a) During the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder's Shares, or publicly announce its intention to Transfer any of its Shares. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder's legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder's Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Stockholder's legal power, authority or right to vote the Stockholder's Shares in favor of the Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder, (iii) to any member of the Stockholder's immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially identical to this Agreement upon consummation of such Transfer.
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Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of this Agreement, the following terms shall have the following respective meanings: (a) "Constructive Sale" means, with respect to any security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or
... entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or risks of ownership of such security. (b) "Shares" means (i) all shares of Merger Partner Capital Tyme Common Stock owned, beneficially or of record, by the Stockholder as of the date hereof, and (ii) all additional shares of Merger Partner Capital Tyme Common Stock acquired by the Stockholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Closing Date. (c) "Transfer" or "Transferred" means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge or hypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, or the gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title or interest therein (including any right or power Page 1 to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Page 1 2. Transfer and Voting Restrictions. The Stockholder covenants to Public Company as follows: (a) During the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder's Shares, or publicly announce its intention to Transfer any of its Shares. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder's legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder's Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Stockholder's legal power, authority or right to vote the Stockholder's Shares in favor of the Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder, (iii) to any member of the Stockholder's immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially identical to this Agreement upon consummation of such Transfer.
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Certain Definitions. (a) "Anti-Bribery Laws" shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder.
... (b) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws. (c) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (d) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (e) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (f) "Anti-Money Laundering Laws" shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory. (g) "OFAC" shall mean the U.S. Department of Treasury's Office of Foreign Asset Control. (h) "Sanctioned Country" shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria. (i) "Sanctions Laws" shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "Specially Designated National" or on the "Sectoral Sanctions Identifications List", collectively "Blocked Persons"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or any other relevant sanctions authority. 2 (j) "Sanctions Programs" shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country. (k) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended.
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Certain Definitions.
(a) "Anti-Bribery (a)"Anti-Bribery Laws" shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and
... regulations thereunder. (b) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws. -2- (c) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (d) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (e) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (f) "Anti-Money Laundering Laws" shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory. (g) "OFAC" shall mean the U.S. Department of Treasury's Office of Foreign Asset Control. (h) "Sanctioned Country" shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria. (i) "Sanctions Laws" shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "Specially Designated National" or on the "Sectoral Sanctions Identifications List", collectively "Blocked Persons"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or any other relevant sanctions authority. 2 (j) "Sanctions Programs" shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country. (k) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended. -3- 2. PURCHASE AND SALE OF THE CONVERTIBLE DEBENTURE. (a) Purchase of the Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at the Closing and the Company agrees to sell and issue to Investor, at the Closing a Convertible Debenture. (b) Closing Date. The purchase and sale of the Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on Closing Date, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor. (c) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Investor shall deliver to the Company such proceeds for the Convertible Debenture to be issued and sold to the Investor at the Closing, minus the fees to be paid directly from the proceeds of the Closing as set forth herein, and (ii) the Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at the Closing duly executed on behalf of the Company.
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Certain Definitions. (a) "Anti-Bribery Laws" shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder.
... (b) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws. (c) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (d) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (e) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (f) "Anti-Money Laundering Laws" shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory. 2 (c) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation i) all applicable laws that relate to an entity holding cannabis related licenses, cannabis cultivation, dispensing, extraction and or cannabis related production including but not limited to FinCen Guidance, (ii) all applicable laws that relate to Anti-Money Laundering Laws and all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (iii) Anti-Bribery Laws and applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, (iv) OFAC and any Sanctions Laws or Sanctions Programs, (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws and (v) FinCEN Guidance. (d) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (e) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (f) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (g) "Dollar Value Traded" means, for any security as of any date, the daily dollar traded value for such security as reported by Bloomberg, LP through its "Historical Price Table Screen (HP)" with Market: Dollar Value Traded function selected, or, if no dollar value traded is reported for such security by Bloomberg, the dollar traded value of any of the market makers for such security as reported in the OTC Markets Group Inc. (the "OTC Markets"). (h) "FinCEN Guidance" shall mean the Financial Crimes Enforcement Network guidance released February 14, 2014. (i) "OFAC" shall mean the U.S. Department of Treasury's Office of Foreign Asset Control. (h) (j) "Sanctioned Country" shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria. (i) (k) "Sanctions Laws" shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "Specially Designated National" or on the "Sectoral Sanctions Identifications List", collectively "Blocked Persons"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or any other relevant sanctions authority. 2 (j) 3 (l) "Sanctions Programs" shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country. (k) (m) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended.
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Certain Definitions. (a) "Anti-Bribery Laws" shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder.
... (b) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws. (c) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (d) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (e) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (f) "Anti-Money Laundering Laws" shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory. (g) "OFAC" shall mean the U.S. Department of Treasury's Office of Foreign Asset Control. (h) "Sanctioned Country" shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria. (i) "Sanctions Laws" shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "Specially Designated National" or on the "Sectoral Sanctions Identifications List", collectively "Blocked Persons"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or any other relevant sanctions authority. 2 (j) "Sanctions Programs" shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country. (k) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended. 2 2. PURCHASE AND SALE OF THE CONVERTIBLE DEBENTURE. (a) Purchase of the Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at the Closing and the Company agrees to sell and issue to Investor, at the Closing the Convertible Debenture. (b) Closing Dates. The purchase and sale of the Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on the Closing Date, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor. (c) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the Convertible Debenture to be issued and sold to the Investor at the Closing, minus the fees to be paid directly from the proceeds of the Closing as set forth herein, and (ii) the Company shall deliver to the Investor the Convertible Debenture which the Investor is purchasing at the Closing duly executed on behalf of the Company.
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View Variations (7)
Certain Definitions. (a) "Anti-Bribery Laws" shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder.
... (b) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws. (c) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (d) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (e) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (f) "Anti-Money Laundering Laws" shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory. (g) "OFAC" shall mean the U.S. Department of Treasury's Office of Foreign Asset Control. (h) "Sanctioned Country" shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria. (i) "Sanctions Laws" shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "Specially Designated National" or on the "Sectoral Sanctions Identifications List", collectively "Blocked Persons"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or any other relevant sanctions authority. 2 (j) "Sanctions Programs" shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country. (k) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended.
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Certain Definitions.
(a) "Anti-Bribery (a)"Anti-Bribery Laws" shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and
... regulations thereunder. (b) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws. -2- (c) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (d) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (e) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (f) "Anti-Money Laundering Laws" shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory. (g) "OFAC" shall mean the U.S. Department of Treasury's Office of Foreign Asset Control. (h) "Sanctioned Country" shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria. (i) "Sanctions Laws" shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "Specially Designated National" or on the "Sectoral Sanctions Identifications List", collectively "Blocked Persons"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or any other relevant sanctions authority. 2 (j) "Sanctions Programs" shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country. (k) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended. -3- 2. PURCHASE AND SALE OF THE CONVERTIBLE DEBENTURE. (a) Purchase of the Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at the Closing and the Company agrees to sell and issue to Investor, at the Closing a Convertible Debenture. (b) Closing Date. The purchase and sale of the Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on Closing Date, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor. (c) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Investor shall deliver to the Company such proceeds for the Convertible Debenture to be issued and sold to the Investor at the Closing, minus the fees to be paid directly from the proceeds of the Closing as set forth herein, and (ii) the Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at the Closing duly executed on behalf of the Company.
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Certain Definitions. (a) "Anti-Bribery Laws" shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder.
... (b) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws. (c) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (d) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (e) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (f) "Anti-Money Laundering Laws" shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory. 2 (c) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation i) all applicable laws that relate to an entity holding cannabis related licenses, cannabis cultivation, dispensing, extraction and or cannabis related production including but not limited to FinCen Guidance, (ii) all applicable laws that relate to Anti-Money Laundering Laws and all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (iii) Anti-Bribery Laws and applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, (iv) OFAC and any Sanctions Laws or Sanctions Programs, (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws and (v) FinCEN Guidance. (d) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (e) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (f) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (g) "Dollar Value Traded" means, for any security as of any date, the daily dollar traded value for such security as reported by Bloomberg, LP through its "Historical Price Table Screen (HP)" with Market: Dollar Value Traded function selected, or, if no dollar value traded is reported for such security by Bloomberg, the dollar traded value of any of the market makers for such security as reported in the OTC Markets Group Inc. (the "OTC Markets"). (h) "FinCEN Guidance" shall mean the Financial Crimes Enforcement Network guidance released February 14, 2014. (i) "OFAC" shall mean the U.S. Department of Treasury's Office of Foreign Asset Control. (h) (j) "Sanctioned Country" shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria. (i) (k) "Sanctions Laws" shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "Specially Designated National" or on the "Sectoral Sanctions Identifications List", collectively "Blocked Persons"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or any other relevant sanctions authority. 2 (j) 3 (l) "Sanctions Programs" shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country. (k) (m) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended.
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Certain Definitions. (a) "Anti-Bribery Laws" shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder.
... (b) "Applicable Laws" shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws. (c) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (d) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (e) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (f) "Anti-Money Laundering Laws" shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory. (g) "OFAC" shall mean the U.S. Department of Treasury's Office of Foreign Asset Control. (h) "Sanctioned Country" shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria. (i) "Sanctions Laws" shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "Specially Designated National" or on the "Sectoral Sanctions Identifications List", collectively "Blocked Persons"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or any other relevant sanctions authority. 2 (j) "Sanctions Programs" shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country. (k) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended. 2 2. PURCHASE AND SALE OF THE CONVERTIBLE DEBENTURE. (a) Purchase of the Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at the Closing and the Company agrees to sell and issue to Investor, at the Closing the Convertible Debenture. (b) Closing Dates. The purchase and sale of the Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on the Closing Date, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor. (c) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the Convertible Debenture to be issued and sold to the Investor at the Closing, minus the fees to be paid directly from the proceeds of the Closing as set forth herein, and (ii) the Company shall deliver to the Investor the Convertible Debenture which the Investor is purchasing at the Closing duly executed on behalf of the Company.
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Certain Definitions. As used herein, the following terms shall have the following meanings: (a) "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. (b) "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with
... respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. (c) "Trading Day" means any day on which the Common Stock is traded on the Trading Market. (d) "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). (e) "Warrant Share Delivery Date" means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to receipt of any cash payments required by the Holder.
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Certain Definitions. As used herein, the following terms shall have the following meanings: (a) "Business Day" means any day
except any other than Saturday,
any Sunday, any day which is a federal legal holiday in the United States Sunday or
any other day on which
banking institutions commercial banks in
the State The City of New York are authorized or required by law
to remain closed; provided that banks shall not be deemed to be authorized or
other obligated to be closed due to a "shelter in place," "non-essential... employee" or similar closure of physical branch locations at the direction of any governmental action to close. authority if such banks' electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. (b) "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. (c) "Trading Day" means any day on which the Common Stock is traded on the Trading Market. (d) "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). 12 (e) "Warrant Share Delivery Date" means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to receipt of any cash payments required by the Holder.
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Certain Definitions. As used herein, the following terms shall have the following meanings: (a) "Business Day" means any day
except any other than Saturday,
any Sunday, any day which is a federal legal holiday in the United States Sunday or
any other day on which
banking institutions commercial banks in
the State The City of New York are authorized or required by law
to remain closed; provided that banks shall not be deemed to be authorized or
other obligated to be closed due to a "shelter in place," "non-essential... employee" or similar closure of physical branch locations at the direction of any governmental action to close. authority if such banks' electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. (b) "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. (c) "Trading Day" means any day on which the Common Stock is traded on the Trading Market. (d) "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). (e) "Warrant Share Delivery Date" means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to receipt of any cash payments required by the Holder.
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Certain Definitions. As used herein, the following terms shall have the following meanings: (a) "Business Day" means any day
except any other than Saturday,
any Sunday, any day which is a federal legal holiday in the United States Sunday or
any other day on which
banking institutions commercial banks in
the State The City of New York are authorized or required by law
to remain closed; provided that banks shall not be deemed to be authorized or
other obligated to be closed due to a "shelter in place," "non-essential... employee" or similar closure of physical branch locations at the direction of any governmental action to close. authority if such banks' electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. (b) "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. (c) "Trading Day" means any day on which the Common Stock is traded on the Trading Market. (d) "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). (e) "Warrant Share Delivery Date" means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to receipt of any cash payments required by the Holder.
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Certain Definitions. As used herein, the following terms shall have the following meanings: (a) "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. (b) "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with
... respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. (c) "Trading Day" means any day on which the Common Stock is traded on the Trading Market. (d) "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). (e) "Warrant Share Delivery Date" means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to receipt of any cash payments required by the Holder.
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Certain Definitions. As used herein, the following terms shall have the following meanings: (a) "Business Day" means any day
except any other than Saturday,
any Sunday, any day which is a federal legal holiday in the United States Sunday or
any other day on which
banking institutions commercial banks in
the State The City of New York are authorized or required by law
to remain closed; provided that banks shall not be deemed to be authorized or
other obligated to be closed due to a "shelter in place," "non-essential... employee" or similar closure of physical branch locations at the direction of any governmental action to close. authority if such banks' electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. (b) "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. (c) "Trading Day" means any day on which the Common Stock is traded on the Trading Market. (d) "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). 12 (e) "Warrant Share Delivery Date" means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to receipt of any cash payments required by the Holder.
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Certain Definitions. As used herein, the following terms shall have the following meanings: (a) "Business Day" means any day
except any other than Saturday,
any Sunday, any day which is a federal legal holiday in the United States Sunday or
any other day on which
banking institutions commercial banks in
the State The City of New York are authorized or required by law
to remain closed; provided that banks shall not be deemed to be authorized or
other obligated to be closed due to a "shelter in place," "non-essential... employee" or similar closure of physical branch locations at the direction of any governmental action to close. authority if such banks' electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. (b) "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. (c) "Trading Day" means any day on which the Common Stock is traded on the Trading Market. (d) "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). (e) "Warrant Share Delivery Date" means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to receipt of any cash payments required by the Holder.
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Certain Definitions. As used herein, the following terms shall have the following meanings: (a) "Business Day" means any day
except any other than Saturday,
any Sunday, any day which is a federal legal holiday in the United States Sunday or
any other day on which
banking institutions commercial banks in
the State The City of New York are authorized or required by law
to remain closed; provided that banks shall not be deemed to be authorized or
other obligated to be closed due to a "shelter in place," "non-essential... employee" or similar closure of physical branch locations at the direction of any governmental action to close. authority if such banks' electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. (b) "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. (c) "Trading Day" means any day on which the Common Stock is traded on the Trading Market. (d) "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). (e) "Warrant Share Delivery Date" means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to receipt of any cash payments required by the Holder.
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Certain Definitions. Whenever used in this Agreement and not otherwise defined herein, the following terms shall have the meanings set forth below: (a) "Change in Control" means a transaction or circumstance in which any of the following have occurred, provided that the board of directors of the Company (the "Company Board") shall have determined that any such transaction or circumstance has resulted in a Change in Control, as defined in this paragraph, which determination shall be made in a manner consistent with
... Treas. Reg. § 1. 409A-3(i)(5): (i) the date that any person, or persons acting as a group, as described in Treas. Reg. § 1.409A-3(i)(5) (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation controlling the Company or owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing more than 40% of the total voting power represented by the Company's then outstanding voting securities (as defined below); (ii) the merger, acquisition or consolidation of the Company or the Bank with any corporation pursuant to which the other corporation immediately after such merger, acquisition or consolidation owns more than 50% of the voting securities (defined as any securities which vote generally in the election of its directors) of the Company or the Bank outstanding immediately prior thereto or more than 50% of the Company's or the Bank's total fair market value immediately prior thereto; or (iii) the date that a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company Board before the date of the appointment or election. (b) "Code" means the Internal Revenue Code of 1986, as the same may be from time to time amended. (c) "Good Reason" means any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location. (d) "Protection Period" means the period commencing on the date that a Change in Control occurs, and ending on the last day of the twelfth (12th) calendar month following the calendar month during which such Change in Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the date of termination with respect to Executive's employment by Bank occurs prior to the date on which the Change in Control occurs, unless it is reasonably demonstrated by Bank that such termination of employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change in Control and (ii) did not otherwise arise in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the "Protection Period" shall be deemed to have commenced on the date immediately preceding the date of termination of Executive. (e) "Qualifying Termination" means: (i) an involuntary termination of Executive's employment by Bank (or any successor to Bank after the Change in Control) for reasons other than Cause (and other than on account of Executive's Disability); or (ii) a voluntary termination of employment by Executive for Good Reason.
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Certain Definitions. Whenever used in this Agreement and not otherwise defined herein, the following terms shall have the meanings set forth below: (a) "Change in Control" means a transaction or circumstance in which any of the following have occurred, provided that the board of directors of the Company (the "Company Board") shall have determined that any such transaction or circumstance has resulted in a Change in Control, as defined in this paragraph, which determination shall be made in a manner consistent with
... Treas. Reg. § 1. 409A-3(i)(5): 1.409A-3(i)(5): (i) the date that any person, or persons acting as a group, as described in Treas. Reg. § 1.409A-3(i)(5) (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation controlling the Company or owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing more than 40% of the total voting power represented by the Company's then outstanding voting securities (as defined below); - 6 - (ii) the merger, acquisition or consolidation of the Company or the Bank with any corporation pursuant to which the other corporation immediately after such merger, acquisition or consolidation owns more than 50% of the voting securities (defined as any securities which vote generally in the election of its directors) of the Company or the Bank outstanding immediately prior thereto or more than 50% of the Company's or the Bank's total fair market value immediately prior thereto; or (iii) the date that a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company Board before the date of the appointment or election. (b) "Code" means the Internal Revenue Code of 1986, as the same may be from time to time amended. (c) "Good Reason" means any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location. (d) "Protection Period" means the period commencing on the date that a Change in Control occurs, and ending on the last day of the twelfth (12th) calendar month following the calendar month during which such Change in Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the date of termination with respect to Executive's employment by Bank CapStar occurs prior to the date on which the Change in Control occurs, unless it is reasonably demonstrated by Bank CapStar that such termination of employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change in Control and (ii) did not otherwise arise in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the "Protection Period" shall be deemed to have commenced on the date immediately preceding the date of termination of Executive. (e) "Qualifying Termination" means: (i) an involuntary termination of Executive's employment by Bank CapStar (or any successor to Bank CapStar after the Change in Control) for reasons other than Cause (and other than on account of Executive's Disability); or (ii) a voluntary termination of employment by Executive for Good Reason. - 7 - 13. COBRA Health Insurance Coverage. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall be interpreted to require CapStar to extend COBRA health insurance coverage benefits to Executive in violation of applicable law. In the event that, following termination of Executive's employment with CapStar, Executive shall be entitled to receive extended insurance benefits pursuant to the terms of this Agreement, Executive shall be required to elect COBRA health insurance coverage and, thereafter, CapStar shall be financially responsible for such coverage to Executive through a COBRA subsidy; provided, however, that at such time as CapStar is no longer permitted to extend COBRA health insurance coverage benefits to Executive under applicable law, CapStar shall provide a cash payment to Executive in lieu of such subsidy (with each cash payment being equal to the amount of the last COBRA subsidy provided to Executive prior to Executive's termination pursuant to the terms hereof), and Executive shall elect and obtain his own health insurance coverage.
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Certain Definitions. Whenever used in this Agreement and not otherwise defined herein, the following terms shall have the meanings set forth below: (a) "Change in Control" means a transaction or circumstance in which any of the following have occurred, provided that the board of directors of the Company (the "Company Board") shall have determined that any such transaction or circumstance has resulted in a Change in Control, as defined in this paragraph, which determination shall be made in a manner consistent with
... Treas. Reg. § 1. 409A-3(i)(5): (i) the date that any person, or persons acting as a group, as described in Treas. Reg. § 1.409A-3(i)(5) (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation controlling the Company or owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing more than 40% of the total voting power represented by the Company's then outstanding voting securities (as defined below); (ii) the merger, acquisition or consolidation of the Company or the Bank with any corporation pursuant to which the other corporation immediately after such merger, acquisition or consolidation owns more than 50% of the voting securities (defined as any securities which vote generally in the election of its directors) of the Company or the Bank outstanding immediately prior thereto or more than 50% of the Company's or the Bank's total fair market value immediately prior thereto; or (iii) the date that a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company Board before the date of the appointment or election. (b) "Code" means the Internal Revenue Code of 1986, as the same may be from time to time amended. (c) "Good Reason" means any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location. (d) "Protection Period" means the period commencing on the date that a Change in Control occurs, and ending on the last day of the twelfth (12th) calendar month following the calendar month during which such Change in Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the date of termination with respect to Executive's employment by Bank occurs prior to the date on which the Change in Control occurs, unless it is reasonably demonstrated by Bank that such termination of employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change in Control and (ii) did not otherwise arise in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the "Protection Period" shall be deemed to have commenced on the date immediately preceding the date of termination of Executive. (e) "Qualifying Termination" means: (i) an involuntary termination of Executive's employment by Bank (or any successor to Bank after the Change in Control) for reasons other than Cause (and other than on account of Executive's Disability); or (ii) a voluntary termination of employment by Executive for Good Reason.
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Certain Definitions. Whenever used in this Agreement and not otherwise defined herein, the following terms shall have the meanings set forth below: (a) "Change in Control" means a transaction or circumstance in which any of the following have occurred, provided that the board of directors of the Company (the "Company Board") shall have determined that any such transaction or circumstance has resulted in a Change in Control, as defined in this paragraph, which determination shall be made in a manner consistent with
... Treas. Reg. § 1. 409A-3(i)(5): 1.409A-3(i)(5): (i) the date that any person, or persons acting as a group, as described in Treas. Reg. § 1.409A-3(i)(5) (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation controlling the Company or owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing more than 40% of the total voting power represented by the Company's then outstanding voting securities (as defined below); - 6 - (ii) the merger, acquisition or consolidation of the Company or the Bank with any corporation pursuant to which the other corporation immediately after such merger, acquisition or consolidation owns more than 50% of the voting securities (defined as any securities which vote generally in the election of its directors) of the Company or the Bank outstanding immediately prior thereto or more than 50% of the Company's or the Bank's total fair market value immediately prior thereto; or (iii) the date that a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company Board before the date of the appointment or election. (b) "Code" means the Internal Revenue Code of 1986, as the same may be from time to time amended. (c) "Good Reason" means any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location. (d) "Protection Period" means the period commencing on the date that a Change in Control occurs, and ending on the last day of the twelfth (12th) calendar month following the calendar month during which such Change in Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the date of termination with respect to Executive's employment by Bank CapStar occurs prior to the date on which the Change in Control occurs, unless it is reasonably demonstrated by Bank CapStar that such termination of employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change in Control and (ii) did not otherwise arise in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the "Protection Period" shall be deemed to have commenced on the date immediately preceding the date of termination of Executive. (e) "Qualifying Termination" means: (i) an involuntary termination of Executive's employment by Bank CapStar (or any successor to Bank CapStar after the Change in Control) for reasons other than Cause (and other than on account of Executive's Disability); or (ii) a voluntary termination of employment by Executive for Good Reason. - 7 - 13. COBRA Health Insurance Coverage. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall be interpreted to require CapStar to extend COBRA health insurance coverage benefits to Executive in violation of applicable law. In the event that, following termination of Executive's employment with CapStar, Executive shall be entitled to receive extended insurance benefits pursuant to the terms of this Agreement, Executive shall be required to elect COBRA health insurance coverage and, thereafter, CapStar shall be financially responsible for such coverage to Executive through a COBRA subsidy; provided, however, that at such time as CapStar is no longer permitted to extend COBRA health insurance coverage benefits to Executive under applicable law, CapStar shall provide a cash payment to Executive in lieu of such subsidy (with each cash payment being equal to the amount of the last COBRA subsidy provided to Executive prior to Executive's termination pursuant to the terms hereof), and Executive shall elect and obtain his own health insurance coverage.
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Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 2.1 "Affiliate" means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to, such
... Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms "controlling," "controlled by," or "under common control with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 2.2 "Bancorp" means Eagle Bancorp, Inc., a Maryland corporation. 2.3 "Bank" is defined in the introduction to the Recitals. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term "Bank" shall be deemed to include such successor Entity for purposes of applying Article 8 of this Agreement. 2.4 "Bank Entities" means and includes any of the Bank, Bancorp and their Affiliates. 2.5 "Bank Regulatory Agency" means any governmental authority, regulatory agency, ministry, department, statutory corporation, central bank or other body of the United States or of any other country or of any state or other political subdivision of any of them having jurisdiction over the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, including, but not necessarily be limited to: (a) the Federal Deposit Insurance Corporation or any other federal or state depository insurance organization or fund; (b) the Federal Reserve System, the Maryland Division of Financial Institutions, or any other federal or state bank regulatory or commissioner's office; (c) any Person established, organized, owned (in whole or in part) or controlled by any of the foregoing; and (d) any predecessor, successor or assignee of any of the foregoing. 2.6 "Board" means the Board of Directors of the Bank. 2.7 "Code" means the Internal Revenue Code of 1986, as amended. 2.8 "Expiration Date" means the earlier of the expiration of the Restricted Period hereunder or the date upon which the Bank elects to terminate this Agreement due to a violation of Article 8 by Executive. 2.9 "Person" means any individual or Entity. 2.10 "Section 409A" means Section 409A of the Code and the regulations and administrative guidance promulgated thereunder. 2.11 "Termination Date" means the Expiration Date or the Termination Date under the Employment Agreement. Other terms are defined throughout this Agreement and have the meanings so given them.
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Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:
2.1 2.1. "Affiliate" means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to,
... such Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms "controlling," "controlled by," or "under common control with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 2.2 2.2. "Bancorp" means Eagle Bancorp, Inc., a Maryland corporation. 2.3 corporation, publicly traded as a bank holding company. 2.3. "Bank" is defined in the introduction to the Recitals. above. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term "Bank" shall be deemed to include such successor Entity for purposes of applying Article 8 of this Agreement. 2.4 2.4. "Bank Entities" means and includes any of the Bank, Bancorp and their Affiliates. 2.5 2.5. "Bank Regulatory Agency" means any governmental authority, regulatory agency, ministry, department, statutory corporation, central bank or other body of the United States or of any other country or of any state or other political subdivision of any of them having jurisdiction over the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, including, but not necessarily be limited to: (a) the Federal Deposit Insurance Corporation or any other federal or state depository insurance organization or fund; (b) the Federal Reserve System, the Maryland Division of Financial Institutions, or any other federal or state bank regulatory or commissioner's office; (c) any Person established, organized, owned (in whole or in part) or controlled by any of the foregoing; and (d) any predecessor, successor or assignee of any of the foregoing. 2.6 2.6. "Board" means the Board of Directors of the Bank. 2.7 2.7. "Code" means the Internal Revenue Code of 1986, as amended. 2.8 "Expiration Date" 2.8. "Competitive Business" means the earlier banking and financial services business, which includes, without limitation, consumer savings, commercial banking, the insurance and trust business, the savings and loan business and mortgage lending, or any other business in which any of the expiration Bank Entities is engaged or has invested significant resources within the prior six (6) month period in preparation for becoming actively engaged; provided that after the Termination Date, such period shall be deemed to end on the Termination Date. 2.9. "Competitive Products or Services" means, as of any time during the Term, those products or services of the Restricted Period hereunder type that any of the Bank Entities is providing, or is actively preparing to provide, to its customers. 2.10. "Disability" means a mental or physical condition which, in the good faith opinion of the Board, renders Executive, with or without reasonable accommodation, unable or incompetent to carry out the essential functions of the position or the date material job responsibilities which Executive held or the material duties to which Executive was assigned at the time the disability was incurred, which has existed for at least three (3) months and which in the opinion of a physician mutually agreed upon which by the Bank elects and Executive (provided that neither party shall unreasonably withhold such agreement) is expected to terminate this Agreement due be permanent or to last for an indefinite duration or a violation duration in excess of Article 8 by Executive. 2.9 nine (9) months. 2.11. "Entity" means any partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity or association. -2- 2.12. "Person" means any individual or Entity. 2.10 2.13. "Section 409A" means Section 409A of the Code and the regulations and administrative guidance promulgated thereunder. 2.11 2.14. "Term" means the period commencing on the Effective Date and ending on the Termination Date. 2.15. "Termination Date" means the Expiration Date or date upon which Executive ceases to provide services to the Termination Date under the Employment Agreement. Bank and Bancorp hereunder. Other terms are defined throughout this Agreement and have the meanings so given them.
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Certain Definitions. (a) The "Effective Date" shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's employment with the Company is terminated within the twelve (12) month period prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such
... termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. (b) The "Change of Control Period" shall mean the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.
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Certain Definitions. (a) The "Effective Date" shall
mean be the first date during the
Change of "Change in Control
Period Period" (as defined in Section 1(b)) on which a Change
of in Control
(as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if
a Change of Control occurs and if the
Executive's Employee's employment with the Company is terminated
within the twelve (12) month period prior to the date on which
the a Change
of in Control occurs, and
if it is reasonably
... demonstrated by the Executive that such termination of employment (i) (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of in Control or (ii) (2) otherwise arose in connection with or anticipation of a Change of in Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. termination. (b) The "Change of in Control Period" shall mean is the period commencing on the date hereof and ending on the earlier to occur of (i) the third anniversary of such date or (ii) the first day of the month next following the Employee's normal retirement date hereof; ("Normal Retirement Date") under the Huttig Building Products, Inc. Savings & Investment Plan, or any successor retirement plan (the "Retirement Plan"); provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be is hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of in Control Period shall be automatically extended so as to terminate on the earlier of (x) three years from such Renewal Date or (y) the first day of the month coinciding with or next following the Employee's Normal Retirement Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of in Control Period shall not be so extended.
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Certain Definitions. (a) The "Effective Date" shall
mean be the first date during the
Change "Change of Control
Period Period" (as defined in Section 1(b)) on which a Change of Control
(as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if
a Change of Control occurs and if the
Executive's Employee's employment with the Company is terminated
within the twelve (12) month period prior to the date on which
the a Change of Control occurs, and
if it is reasonably demonstrated
by... the Executive that such termination of employment (i) (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) (2) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. termination. (b) The "Change of Control Period" shall mean is the period commencing on the date hereof and ending on the third second anniversary of the date hereof; such date; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual successive anniversary thereof shall be (each such anniversary being hereinafter referred to as the a "Renewal Date"), unless previously terminated, the Change of Control control Period shall be automatically extended so as to terminate three years from end on the third anniversary of such Renewal Date, Date unless at least 60 sixty (60) days prior to the such Renewal Date date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended. extended, in which event the then current Change of Control Period shall not be extended and shall end on the then applicable ending date.
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Certain Definitions. (a) The "Effective Date" shall
mean be the first date during the
Change "Change of Control
Period Period" (as defined in Section
1(b)) 1(b) of this Agreement) on which a Change of Control (as defined
below) occurs, and, except as provided in
Section 2) occurs. the following sentence, no amount shall be paid or benefits provided under this Agreement if the Executive's employment is terminated for any reason prior to a Change of Control. Anything in this Agreement to the contrary notwithstanding,
... if a Change of Control occurs and if the Executive's employment with the Company is terminated within the twelve (12) month period prior to the date on which the a Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. termination. (b) The "Change of Control Period" shall mean is the period commencing on the date hereof and ending on the earlier to occur of (i) the third anniversary of such date or (ii) the date hereof; first day of the month next following the Executive's attainment of age 65 ("Normal Retirement Date"); provided, however, that commencing on the date one year two (2) years after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be is hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three on the earlier of (i) two years from such Renewal Date or (ii) the first day of the month coinciding with or next following the Executive's Normal Retirement Date, unless unless, at least 60 days prior to the Renewal Date Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended. extended in which event this Agreement shall continue for the remainder of its then current term and terminate as provided herein.
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