Certain Definitions Clause Example with 7 Variations from Business Contracts

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. -2- (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 (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 DEBENTURES. (a) Purchase of the Convertible Debentures. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at each Closing and the Company agrees to sell and issue to Investor, at each Closing a Convertible Debenture. (b) Closing Dates. The purchase and sale of the Convertible Debentures shall take place at 10:00 a.m. Eastern Standard Time on Closing Dates, 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 each Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the Convertible Debentures to be issued and sold to the Investor at each Closing, minus the fees to be paid directly from the proceeds of such Closing as set forth herein, and (ii) the Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at each Closing duly executed on behalf of the Company. View More

Certain Definitions. (a) (k) "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) (l) "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) self- regulatory. (m) "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 Anti-Money Laundering Laws and all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) Anti-Bribery Laws and applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws. (n) "BHCA" shall mean the Bank Holding Company Act of 1956, as amended. (o) "CAATSA" shall mean Public Law No. 115-44 The Countering America's Adversaries Through Sanctions Act. (p) "CAATSA Sanctions Programs" shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA. (q) "OTC Markets" means the OTC Markets Group Inc. (r) "Reserved". (s) "OFAC" shall mean the U.S. Department of Treasury's Office of Foreign Asset Control. (h) (t) "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 Sudan, and Syria. (i) (u) "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) (v) "Sanctions Programs" shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country. (k) (w) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended. 2 2. PURCHASE AND SALE OF THE PROMISSORY NOTE AND COMMITMENT SHARES. (k) Purchase of the Promissory Note and Commitment Shares. 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 Promissory Note, and at the Closing the Company shall issue the Commitment Shares to the Investor. (l) Closing Date. The Closing of the purchase and sale of the Promissory Note shall take place at 10:00 a.m. Eastern Standard Time on the date hereof, 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 (the "Closing Date")). (m) 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 the Purchase Price and (ii) the Company shall deliver to the Investor the Promissory Note which the Investor is purchasing at the Closing duly executed on behalf of the Company and the Commitment Shares, which shall be issued in book-entry format and shall not be certificated. View More

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 Date. The Closing of the purchase and sale of the Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on the 1st business day following the date hereof, 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 (the "Closing Date"). (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 such 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. View More

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. View More

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 regulatio...ns 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. View More

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. View More

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. (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. 2 (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) (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. View More