Grouped Into 2 Collections of Similar Clauses From Business Contracts
This page contains Defined Terms References clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Defined Terms References. Except as otherwise defined in this Amendment No. 2, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein. On and after the Amendment Effective Date (as defined below), each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment No. 2.
Defined Terms References. Except as otherwise defined in this Amendment No. 2, 3, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein. On and after the Covenant Amendment Effective Date (as defined below) and the Sterling Amendment Effective Date (as defined below), each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended ...by this Amendment No. 2. 3. View More
Defined Terms References. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in each of the Employment Agreement, the Lock-Up Agreement and the Restrictive Covenant Agreement shall, after the closing of the Merger Transaction refer to the Employment Agreement, Lock-Up Agreement and Restrictive Covenant Agreement as amended hereby. For the avoidance of doubt, any references to "date hereof," or "d...ate of this Agreement," in the Employment Agreement, Lock-Up Agreement or Restrictive Covenant Agreement, shall continue to refer to December 23, 2014. SECTION 2. Amendments to the Agreements. (a) Effective as of the closing of the Merger Transaction, the Employment Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the amended Employment Agreement attached as Annex I hereto (the "Amended Employment Agreement"). (b) Effective as of the closing of the Merger Transaction, the Lock-Up Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the amended Lock-Up Agreement attached as Annex II hereto (the "Amended Lock-Up Agreement"). (c) Effective as of the closing of the Merger Transaction, the Restrictive Covenant Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the amended Restrictive Covenant Agreement attached as Annex III hereto (the "Amended Restrictive Covenant Agreement"). SECTION 3. Conditions to Effectiveness . (a) The effectiveness of each of the Amended Employment Agreement, Amended Lock-Up Agreement and the Amended Restrictive Covenant Agreement is subject to and conditioned upon the closing of the Merger Transaction. Each of the Amended Employment Agreement, Amended Lock-Up Agreement and the Amended Restrictive Covenant Agreement shall become effective immediately as of the closing of the Merger Transaction. SECTION 4. Effect of the Merger. Effective as of the closing of the Merger Transaction, the Surviving Company shall assume all of the rights and obligations of the Company under the Amended Employment Agreement, and Executive shall become Executive Chairman of the Surviving Company. SECTION 5. Governing Law. This First Amendment shall be governed by, and construed in accordance with, the laws of the State of California applicable to agreements entered into and to be performed entirely within such state. SECTION 6. Counterparts. This First Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this First Amendment by facsimile or electronic (i.e., "pdf' or "tif') transmission shall be effective as delivery of a manually executed counterpart of this First Amendment. SECTION 7. Miscellaneous. The provisions of this First Amendment are deemed incorporated as of the closing of the Merger Transaction into the Employment Agreement, Lock-Up Agreement and Restrictive Covenant Agreement, as applicable, as if fully set forth therein. [Remainder of Page Intentionally Left Blank.]View More
Defined Terms References. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in each of the Employment Agreement, the Lock-Up Share Transfer Agreement and the Restrictive Covenant Agreement shall, after the closing of the Merger Transaction refer to the Employment Agreement, Lock-Up Share Transfer Agreement and Restrictive Covenant Agreement as amended hereby. For the avoidance of doubt, any refe...rences to "date hereof," or "date of this Agreement," in the Employment Agreement, Lock-Up Share Transfer Agreement or Restrictive Covenant Agreement, shall continue to refer to December 23, 2014. SECTION 2. Amendments to the Agreements. (a) Effective as of the closing of the Merger Transaction, the Employment Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the amended Employment Agreement attached as Annex I hereto (the "Amended Employment Agreement"). (b) Effective as of the closing of the Merger Transaction, the Lock-Up Share Transfer Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the amended Lock-Up Share Transfer Agreement attached as Annex II hereto (the "Amended Lock-Up Share Transfer Agreement"). (c) Effective as of the closing of the Merger Transaction, the Restrictive Covenant Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the amended Restrictive Covenant Agreement attached as Annex III hereto (the "Amended Restrictive Covenant Agreement"). SECTION 3. Conditions to Effectiveness . Effectiveness. (a) The effectiveness of each of the Amended Employment Agreement, Amended Lock-Up Share Transfer Agreement and the Amended Restrictive Covenant Agreement is subject to and conditioned upon the closing of the Merger Transaction. Each of the Amended Employment Agreement, Amended Lock-Up Share Transfer Agreement and the Amended Restrictive Covenant Agreement shall become effective immediately as of the closing of the Merger Transaction. SECTION 4. Effect of the Merger. Effective as of the closing of the Merger Transaction, the Surviving Company shall assume all of the rights and obligations of the Company under the Amended Employment Agreement, and Executive shall become Executive Chairman of the Surviving Company. SECTION 5. Governing Law. This First Amendment shall be governed by, and construed in accordance with, the laws of the State of California applicable to agreements entered into and to be performed entirely within such state. SECTION 6. Counterparts. This First Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this First Amendment by facsimile or electronic (i.e., "pdf' "pdf" or "tif') "tif") transmission shall be effective as delivery of a manually executed counterpart of this First Amendment. SECTION 7. Miscellaneous. The provisions of this First Amendment are deemed incorporated as of the closing of the Merger Transaction into the Employment Agreement, Lock-Up Share Transfer Agreement and Restrictive Covenant Agreement, as applicable, as if fully set forth therein. [Remainder of Page Intentionally Left Blank.] View More
