Grouped Into 132 Collections of Similar Clauses From Business Contracts
This page contains Defined Terms clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement.
Defined Terms. Unless Capitalized terms used herein but not otherwise defined herein, capitalized terms used herein shall have the meanings ascribed provided to such terms in the Credit Agreement.
Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
Defined Terms. Unless Capitalized terms used and not otherwise defined herein, capitalized terms used herein shall will have the respective meanings ascribed to such terms them in the Credit Agreement.
Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them meaning set forth in the Credit Employment Agreement.
Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Employment Agreement.
Defined Terms. Unless Capitalized terms used but not otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Master Repurchase Agreement.
Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
Defined Terms. Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. defined, except that the term "Holders" in this Supplemental Indenture shall refer to the term "Holders" as defined in the Indenture, and the Trustee and the Collateral Agent acting on behalf of and for the benefit of such Holde...rs. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. View More
Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. defined, except that the term "Holders" in this Supplemental Indenture shall refer to the term "Holders" as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture a...s a whole and not to any particular section Section hereof. View More
Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. defined, except that the term "holders" in this Supplemental Indenture shall refer to the term "Holders" as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture a...s a whole and not to any particular section hereof. View More
Defined Terms. Except as otherwise indicated herein, all words and terms defined in the Existing Note shall have the same meanings when used herein. SECTION 2. Amendments. a. In the last sentence of the second paragraph of the Existing Note the phrase, "June 1, 2020" is hereby deleted in its entirety and replaced with the following: "September 1, 2020" b. In the third paragraph of the Existing Note the phrase, "June 1, 2020" is hereby deleted in its entirety and replaced with the following: "September 1, 2020"... SECTION 3. Representations and Warranties. Each party hereby represents and warrants to the other party that it is in compliance with all the terms and provisions set forth in the Existing Note on its part to be observed or performed and hereby confirms and reaffirms each of its representations and warranties contained in the Existing Note. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Note shall continue to be, and shall remain, in full force and effect in accordance with its terms (and as duly amended). SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of an executed original counterpart of this Amendment. SECTION 6. Governing Law. Pursuant to Section 101.106(b) of Part 13 of the Code of Federal Regulations, this Amendment is to be construed and enforced in accordance with the Act, the Regulations and other Federal law, and in the absence of applicable Federal law, then by applicable New York law to the extent it does not conflict with the Act, the Regulations or other Federal law.View More
Defined Terms. Except as otherwise indicated herein, all words and terms defined in the Existing Note shall have the same meanings when used herein. SECTION 2. Amendments. a. Amendment. In the last sentence of the second third paragraph of the Existing Note the phrase, "June "February 1, 2020" 2019: $10,000,000 (ten million dollars); and" is hereby deleted in its entirety and replaced with the following: "September 1, 2020" b. In the third paragraph of the Existing Note the phrase, "June 1, 2020" is hereby del...eted in its entirety and replaced with the following: "September 1, 2020" "February 15, 2019: $10,000,000 (ten million dollars); and" SECTION 3. Representations and Warranties. Each party hereby represents and warrants to the other party that it is in compliance with all the terms and provisions set forth in the Existing Note on its part to be observed or performed and hereby confirms and reaffirms each of its representations and warranties contained in the Existing Note. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Note shall continue to be, and shall remain, in full force and effect in accordance with its terms (and as duly amended). SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of an executed original counterpart of this Amendment. 1 SECTION 6. Governing Law. Pursuant to Section 101.106(b) of Part 13 of the Code of Federal Regulations, this Amendment is to be construed and enforced in accordance with the Act, the Regulations and other Federal law, and in the absence of applicable Federal law, then by applicable New York law to the extent it does not conflict with the Act, the Regulations or other Federal law. View More
Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1. Agreement to be Bound. Each of the Guaranteeing Subsidiaries hereby becomes a party to the Inden...ture as a "Guarantor" and as such will have all of the rights and be subject to all of the obligations and agreements of a "Guarantor" under the Indenture. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantors shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. Benefits Acknowledged. Each Guaranteeing Subsidiary's Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. SECTION 3.9. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes. SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note of a notation of any such Guarantee of the Notes. SECTION 3.12. Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.View More
Defined Terms. As Capitalized terms used in this Supplemental Indenture, terms defined herein without definition shall have the meanings assigned to them in the Indenture or in the preamble or recitals hereto are used herein as therein defined. Indenture. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1....Section hereof.2. Agreement to be Bound. Guarantee. Each New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to guarantee the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Guaranteeing Subsidiaries hereby becomes a party Indenture and to be bound by all other applicable provisions of the Indenture as a "Guarantor" and as such will have all of the rights Notes and be subject to perform all of the obligations and agreements of a "Guarantor" Guarantor under the Indenture. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Indenture.3. Notices. All notices and or other communications to the New Guarantors shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) 13.02 of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. Benefits Acknowledged. Each Guaranteeing Subsidiary's Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. Indenture.4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. SECTION 3.9. The Trustee. hereby.5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.6. Trustee Makes No Representation. The Trustee makes no representation accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or warranty as with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and each New Guarantor, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and each New Guarantor or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. any such matters.7. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or other electronic PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. Signatures purposes.8. Effect of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes. SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note of a notation of any such Guarantee of the Notes. SECTION 3.12. Headings. The Section headings of the Articles and the Sections in this Supplemental Indenture are have been inserted for convenience of reference only only, are not intended to be considered a part hereof and shall not be deemed to alter modify or affect restrict any of the meaning terms or interpretation provisions here. [Remainder of any provisions hereof. page intentionally left blank.] View More
Defined Terms. As used in this First Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE BOUND SECTION 2.1. Agreement to be Bound. Each The Company hereby assumes the Escrow Issuer...'s obligations for the due and punctual payment of the Guaranteeing Subsidiaries hereby becomes principal of and interest, any Applicable Premium and any Additional Interest pursuant to a party Registration Rights Agreement, if applicable, on all Notes issued pursuant to the Indenture as a "Guarantor" and as such will have all the performance and observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the rights Escrow Issuer. The Company is hereby substituted for, and be subject to all of may exercise every right and power of, the obligations Escrow Issuer under the Indenture with the same effect as if the Company had been named as the Issuer in the Indenture, and agreements of the Company is a "Guarantor" successor corporation under the Indenture. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications by the Company or the Trustee to the Guarantors each other shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. Severability. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. Benefits Acknowledged. Each Guaranteeing Subsidiary's Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. 3.4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. SECTION 3.9. 3.5. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this First Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. Indenture. SECTION 3.10. 3.6. Counterparts. The parties hereto may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes. SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note of a notation of any such Guarantee of the Notes. SECTION 3.12. 3.7. Headings. The headings of the Articles and the Sections in this First Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. View More
Defined Terms. As Defined terms used in this Supplemental Indenture, terms defined herein without definition shall have the meanings assigned to them in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1. Agreement to be... Bound. Indenture.2. RELEASE OF NOTE GUARANTEES. Each of the Guaranteeing Subsidiaries Released Guarantors is hereby becomes a party unconditionally released from its Note Guarantee, and accordingly the Trustee acknowledges that the Released Guarantors are no longer parties to the Indenture as a "Guarantor" and as such will have all of the rights and be subject to all of the obligations and agreements of a "Guarantor" under the Indenture. SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture as and to the extent provided for therein. ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantors shall be given as provided in the Indenture. 1 SECTION 3.2. Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(e) of the Indenture. SECTION 3.3. Release of Guarantee. The Guarantees of the Notes hereunder may be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. Benefits Acknowledged. Each Guaranteeing Subsidiary's Guarantee of the Notes is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Guarantee of the Notes are knowingly made in contemplation of such benefits. SECTION 3.8. Ratification of Indenture; Supplemental Indentures Part of Indenture. Indentures.3. RATIFICATION OF EACH INDENTURE; SUPPLEMENTAL INDENTURE PART OF EACH INDENTURE. Except as expressly amended hereby, the each Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the each Indenture for all purposes, and every Holder holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. SECTION 3.9. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. Counterparts. hereby.4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.5. COUNTERPARTS. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or other electronic PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission PDF shall be deemed to be their original signatures for all purposes. SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Guarantee of the Notes shall remain in full force and effect notwithstanding any absence on each Note of a notation of any such Guarantee of the Notes. SECTION 3.12. Headings. purposes.6. EFFECT OF HEADINGS. The Section headings of the Articles and the Sections in this Supplemental Indenture are have been inserted for convenience of reference only and shall are not to be considered part of this Supplemental Indenture or the Indenture and will in no way modify or restrict any of the terms or provisions hereof or thereof.7. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to alter or affect be those of the meaning or interpretation Issuers and the Guarantors and not those of any provisions hereof. the Trustee, and the Trustee assumes no responsibility for their correctness. View More
Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement. "Covered Units" means TE's Existing Units, together with any Partnership Common Units that TE becomes the Record Holder or beneficial owner of on or after the date hereof. "Proxy Designee" means a Person designated by the Partnership Conflicts Committee by written notice to e...ach of the Parties, which notice may simultaneously revoke the designation of any Person as a Proxy Designee. "Record Holder" has the meaning ascribed thereto in the TEP Partnership Agreement. "Transfer" means, directly or indirectly, to sell, transfer, assign, pledge, hypothecate, encumber or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance or similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise); provided, however, that for the purposes of clarification, a "Transfer" shall not include any existing or future pledges or security interests issued by TE (or the foreclosure thereof) in connection with a bona fide loan, indenture or other contract for indebtedness.View More
Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement. "Covered Units" means TE's means, with respect to the Unitholder, the Unitholder's Existing Units, together with any Partnership SXCP Common Units that TE of which the Unitholder becomes either the Record Holder or beneficial owner of on or after the date hereof. "Proxy Desig...nee" means a Person designated by the Partnership Conflicts Committee by written notice to each of the Parties, which notice may simultaneously revoke the designation of any Person as a Proxy Designee. "Record Holder" has the meaning ascribed thereto in the TEP SXCP Partnership Agreement. "Transfer" means, directly or indirectly, to sell, transfer, assign, pledge, hypothecate, encumber or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance or similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise); provided, however, that for the purposes of clarification, a "Transfer" shall not include any existing or future pledges or security interests issued by TE (or the foreclosure thereof) in connection with a bona fide loan, indenture or other contract for indebtedness. otherwise). View More
Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement. "Covered Units" means TE's means, with respect to the Unitholder, the Unitholder's Existing Units, together with any Partnership SXCP Common Units that TE of which the Unitholder becomes either the Record Holder or beneficial owner of on or after the date hereof. "Proxy Desig...nee" means a Person designated by the Partnership Conflicts Committee by written notice to each of the Parties, which notice may simultaneously revoke the designation of any Person as a Proxy Designee. "Record Holder" has the meaning ascribed thereto in the TEP SXCP Partnership Agreement. "Transfer" means, directly or indirectly, to sell, transfer, assign, pledge, hypothecate, encumber or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance or similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise); provided, however, that for the purposes of clarification, a "Transfer" shall not include any existing or future pledges or security interests issued by TE (or the foreclosure thereof) in connection with a bona fide loan, indenture or other contract for indebtedness. otherwise). View More
Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement. "Audit Committee" has the meaning ascribed thereto in the Partnership Agreement. "Covered Unitholder" means the General Partner and each such other Person as may later become party to this Agreement as a result of becoming a Record Holder or beneficial owner of Covered Units ...pursuant to Section 6(a), by joinder or otherwise. "Covered Units" means TE's the Existing Units, Units of which the General Partner is the Record Holder or beneficial owner as of the date hereof, together with any Partnership Common Units that TE of which the General Partner becomes the Record Holder or beneficial owner of on or after the date hereof. hereof (or any Common Units with respect to which any Person as may later become party to this Agreement pursuant to Section 6(a), by joinder or otherwise, if applicable, becomes the Record Holder or beneficial owner on or after the date hereof). "Proxy Designee" means a Person designated by the Partnership Conflicts Audit Committee by written notice to each of the Parties, parties hereto, which notice may simultaneously revoke the designation of any other Person as a Proxy Designee. "Record Holder" has the meaning ascribed thereto in the TEP Partnership Agreement. "Transfer" means, directly or indirectly, to sell, transfer, assign, pledge, hypothecate, encumber or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance or similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise); provided, however, that for the purposes of clarification, a "Transfer" shall not include any existing or future pledges or security interests issued by TE (or the foreclosure thereof) in connection with a bona fide loan, indenture or other contract for indebtedness. otherwise). View More
Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement. The following defined terms used in this Amendment to the Partnership Agreement shall have the meanings specified below: "Articles Supplementary" means the Articles Supplementary of the General Partner filed with the State Department of Assessments and Taxation of the State of Maryland on October 11, 2016, designating the terms, rights and preferences of the Series D ...Preferred Stock. "Base Liquidation Preference" shall have the meaning provided in Section 6. "Business Day" shall have the meaning provided in Section 5(a). "Change of Control/Delisting" shall have the meaning provided in the Articles Supplementary. "Change of Control/Delisting Conversion Date" shall have the meaning provided in the Articles Supplementary. "Change of Control/Delisting Conversion Right" shall have the meaning provided in Section 9(b)(i). "Class A Common Share Price" shall have the meaning provided in the Articles Supplementary. "Common Stock" means shares of the General Partner's Class A common stock, par value $0.01 per share. "Common Unit Economic Balance" shall have the meaning provided in Section 10(g). "Distribution Period" hall have the meaning provided in Section 5(a). "Distribution Record Date" shall have the meaning provided in Section 5(a). "Economic Capital Account Balance" shall have the meaning provided in Section 10(g). "Junior Units" shall have the meaning provided in Section 4. "Liquidating Gains" shall have the meaning provided in Section 10(g). "Loss" shall have the meaning provided in Section 10(h). "Net Operating Income" shall have the meaning provided in Section 10(f). "Parity Preferred Units" shall have the meaning provided in Section 4. "Partnership Agreement" shall have the meaning provided in the recital above. "Preferred Units" means all Partnership Interests designated as preferred units by the General Partner from time to time in accordance with Section 4.02 of the Partnership Agreement. "Profit" shall have the meaning provided in Section 10(h). "Redemption Date" shall have the meaning provided in Section 7(b)(iii). "Regular Redemption Right" shall have the meaning provided in Section 7(b)(i). "Series D Preferred Distribution Payment Date" shall have the meaning provided in Section 5(a). "Series D Preferred Return" shall have the meaning provided in Section 5(a). "Series D Preferred Stock" shall have the meaning provided in the recital above. "Series D Preferred Units" shall have the meaning provided in Section 1. "Share Cap" shall have the meaning provided in the Articles Supplementary. 2 "Special Redemption Price" shall have the meaning provided in Section 7(c)(i). "Special Redemption Right" shall have the meaning provided in Section 7(c)(i).View More
Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement. The following defined terms used in this Amendment to the Partnership Agreement shall have the meanings specified below: "Articles Supplementary" means the Articles Supplementary of the General Partner filed with the State Department of Assessments and Taxation of the State of Maryland on October 11, 2016, Maryland, designating the terms, rights and preferences of the... Series D B Preferred Stock. "Base Liquidation Preference" shall have the meaning provided in Section 6. "Business Day" shall have the meaning provided in Section 5(a). "Change of Control/Delisting" shall have the meaning provided in the Articles Supplementary. "Change of Control/Delisting Conversion Date" shall have the meaning provided in the Articles Supplementary. "Change of Control/Delisting Conversion Right" shall have the meaning provided in Section 9(b)(i). "Class A Common Share Price" "Calculation Agent" shall have the meaning provided in the Articles Supplementary. "Common Stock" means shares of the General Partner's Class A common stock, par value $0.01 per share. "Common Stock Price" shall have the meaning provided in the Articles Supplementary. "Common Stock Conversion Consideration" shall have the meaning provided in the Articles Supplementary. "Common Units" shall have the meaning provided in the Partnership Agreement. "Common Unit Economic Balance" shall have the meaning provided in Section 10(g). "Distribution Period" hall have the meaning provided in Section 5(a). "Distribution Record Date" shall have the meaning provided in Section 5(a). "Economic Capital Account Balance" shall have the meaning provided in Section 10(g). "Junior Units" shall have the meaning provided in Section 4. "Liquidating Gains" shall have the meaning provided in Section 10(g). "London Business Day" shall have the meaning provided in the Articles Supplementary. "Loss" shall have the meaning provided in Section 10(h). "Net Operating Income" shall have the meaning provided in Section 10(f). "Original Issue Date" shall have the meaning provided in the Articles Supplementary. "Parity Preferred Units" shall have the meaning provided in Section 4. "Partnership Agreement" shall have the meaning provided in the recital above. "Preferred Units" means all Partnership Interests designated as preferred units by the General Partner from time to time in accordance with Section 4.02 of the Partnership Agreement. "Profit" shall have the meaning provided in Section 10(h). "Redemption Date" "Reuters Page LIBOR 01" shall have the meaning provided in Section 7(b)(iii). "Regular Redemption Right" shall have the meaning provided in Section 7(b)(i). Articles Supplementary. "Series D B Preferred Distribution Determination Date" means the London Business Day immediately preceding the first date of the applicable Series B Preferred Distribution Period. "Series B Preferred Distribution Payment Date" shall have the meaning provided in Section 5(a). "Series D B Preferred Distribution Period" means the period from, and including, a Series B Preferred Distribution Payment Date to, but excluding, the next succeeding Series B Preferred Distribution Payment Date, except for the initial Series B Preferred Distribution Period, which will be the period from, and including, the Original Issue Date of the Series B Preferred Units to, but excluding, April 15, 2019. "Series B Preferred Distribution Record Date" shall have the meaning provided in Section 5(a). "Series B Preferred Return" shall have the meaning provided in Section 5(a). "Series D B Preferred Stock" shall have the meaning provided in the recital above. "Series D B Preferred Units" shall have the meaning provided in Section 1. "Share Cap" "Set apart for payment" shall have be deemed to include (without limitation), without any action other than the meaning provided following: the recording by the Partnership in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to an authorization by the Articles Supplementary. General Partner and a declaration of distribution by the Partnership, the allocation of funds to be so paid on any series or class of units of the Partnership; provided, however, that if any funds for any Junior Units or Parity Preferred Units are placed in a separate account of the Partnership or delivered to a disbursing, paying or other similar agent, then "set apart for payment" with respect to the Series B Preferred Units shall mean placing such funds in a separate account or delivering such funds to a disbursing, paying or other similar agent. 2 "Special Redemption Price" "Three-Month LIBOR Rate" shall have the meaning provided in Section 7(c)(i). "Special Redemption Right" shall have the meaning provided in Section 7(c)(i). 5(b). View More
Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement of Limited Partnership Agreement. of Medalist Diversified Holdings, L.P. (as now or hereafter amended, restated, modified, supplemented or replaced, the "Partnership Agreement"). The following defined terms used in this Amendment to the Partnership Agreement herein shall have the meanings specified below: "Articles Supplementary" means the Articles Supplementary of the General Par...tner filed with the State Department of Assessments and Taxation of the State of Maryland on October 11, 2016, February 13, 2020, designating the terms, rights and preferences of the Series D A Preferred Stock. "Base Liquidation Preference" shall have the meaning provided in Section 6. "Business Day" shall have the meaning provided in Section 5(a). "Change of Control/Delisting" 6(a). "Common Stock" shall have the meaning provided in the Articles Supplementary. "Change of Control/Delisting Conversion Date" shall have the meaning provided in the Articles Supplementary. "Change of Control/Delisting Conversion Right" shall have the meaning provided in Section 9(b)(i). "Class A Common Share Price" shall have the meaning provided in the Articles Supplementary. "Common Stock" means shares of the General Partner's Class A common stock, par value $0.01 per share. "Common Unit Economic Balance" shall have the meaning provided in Section 10(g). "Distribution Period" hall have the meaning provided in Section 5(a). Charter. "Distribution Record Date" shall have the meaning provided in Section 5(a). "Economic Capital Account Balance" shall have the meaning provided in Section 10(g). "Junior Preferred Units" shall have the meaning provided in Section 4. "Liquidating Gains" Distributions" shall have the meaning provided in Section 10(g). "Loss" shall have the meaning provided in Section 10(h). "Net Operating Income" shall have the meaning provided in Section 10(f). 6(a). "Parity Preferred Units" shall have the meaning provided in Section 4. "Partnership Agreement" shall have the meaning provided in the recital above. "Preferred Units" means all Partnership Interests Units designated as preferred units by the General Partner from time to time in accordance with Section 4.02 of the Partnership Agreement. "Profit" "Senior Preferred Units" shall have the meaning provided in Section 10(h). "Redemption Date" 4. 1 "Series A Preferred Return" shall have the meaning provided in Section 7(b)(iii). "Regular Redemption Right" 5(a). "Series A Preferred Stock" shall have the meaning provided in Section 7(b)(i). the Charter. "Series D A Preferred Unit Distribution Payment Date" shall have the meaning provided in Section 5(a). "Series D Preferred Return" shall have the meaning provided in Section 5(a). "Series D Preferred Stock" shall have the meaning provided in the recital above. "Series D A Preferred Units" shall have the meaning provided in Section 1. "Share Cap" shall have the meaning provided in the Articles Supplementary. 2 "Special Redemption Price" shall have the meaning provided in Section 7(c)(i). "Special Redemption Right" shall have the meaning provided in Section 7(c)(i).View More
Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement. The following defined terms used in this Amendment to the Partnership Agreement shall have the meanings specified below: "Articles Supplementary" means the Articles Supplementary of the General Partner filed with the State Department of Assessments and Taxation of the State of Maryland on October 11, July 15, 2016, designating the terms, rights and preferences of the ...Series D C Preferred Stock. "Base Liquidation Preference" shall have the meaning provided in Section 6. "Business Day" shall have the meaning provided in Section 5(a). "Change of Control/Delisting" shall have the meaning provided in the Articles Supplementary. "Change of Control/Delisting Conversion Date" shall have the meaning provided in the Articles Supplementary. "Change of Control/Delisting Conversion Right" shall have the meaning provided in Section 9(b)(i). "Class A Common Share Price" shall have the meaning provided in the Articles Supplementary. "Common Stock" means shares of the General Partner's Class A common stock, par value $0.01 per share. "Common Unit Economic Balance" shall have the meaning provided in Section 10(g). "Default Period" shall have the meaning provided in Section 5(e). "Default Rate" shall have the meaning provided in Section 5(e). "Distribution Period" hall have the meaning provided in Section 5(a). "Distribution Record Date" shall have the meaning provided in Section 5(a). "Economic Capital Account Balance" shall have the meaning provided in Section 10(g). "Initial Series C Preferred Return" shall have the meaning provided in Section 5(a). "Junior Units" shall have the meaning provided in Section 4. "Liquidating Gains" shall have the meaning provided in Section 10(g). "Loss" shall have the meaning provided in Section 10(h). "Net Operating Income" shall have the meaning provided in Section 10(f). "Parity Preferred Units" shall have the meaning provided in Section 4. "Partnership Agreement" shall have the meaning provided in the recital above. "Preferred Units" means all Partnership Interests designated as preferred units by the General Partner from time to time in accordance with Section 4.02 of the Partnership Agreement. "Profit" shall have the meaning provided in Section 10(h). "Redemption Date" "Series C Preferred Return" shall have the meaning provided in Section 7(b)(iii). "Regular Redemption Right" shall have the meaning provided in Section 7(b)(i). 5(a). "Series D C Preferred Distribution Payment Date" shall have the meaning provided in Section 5(a). "Series D Preferred Return" shall have the meaning provided in Section 5(a). "Series D C Preferred Stock" shall have the meaning provided in the recital above. "Series D C Preferred Units" shall have the meaning provided in Section 1. "Share Cap" shall have the meaning provided in the Articles Supplementary. 2 "Special Redemption Price" shall have the meaning provided in Section 7(c)(i). "Special Redemption Right" shall have the meaning provided in Section 7(c)(i).View More
Defined Terms. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise cont...rols such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Expiration Date" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first day of the time period, established pursuant to the Company's Bylaws, for shareholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 Annual Meeting of Shareholders; provided that the Company shall notify Investor in writing of the occurrence of such date on or prior to such date; (e) "Independent" means that a Person shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Stock Exchange; (f) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) "SEC" means the U.S. Securities and Exchange Commission; (h) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement; and (i) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies.View More
Defined Terms. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise cont...rols such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Expiration Date" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first day of the time period, established pursuant to the Company's Bylaws, for shareholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 Annual Meeting of Shareholders; provided that the Company shall notify Investor in writing of the occurrence of such date on or prior to such date; (e) "Independent" means that a Person (x) (i) shall not be an employee, director, general 9 partner, manager or other agent of an Investor or of any Affiliate of an Investor, (ii) shall not be a limited partner, member or other investor in any Investor or any Affiliate of an Investor and (iii) shall not have, and shall not have had, any agreement, arrangement or understanding, written or oral, with any Investor or any Affiliate of an Investor regarding such Person's service on the Board other than a nomination agreement entered into prior to the date hereof that has been provided to the Company prior to the date hereof, and (y) shall be an independent Independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Nasdaq Stock Exchange; Market; (e) "Partial Standstill Fallaway Date" means the date that is thirty (30) days prior to the first date on which stockholders may nominate individuals for election to the Board at the 2022 annual meeting of the Company's stockholders; (f) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) "SEC" means the U.S. Securities and Exchange Commission; (h) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement; and (i) (h) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. View More
Defined Terms. As Capitalized terms used in this Agreement, Agreement and not otherwise defined have the term following meanings: (a) "2021 Annual Meeting" shall mean the Company's 2021 Annual Meeting of Stockholders, including any postponement or adjournment thereof; (b) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shal...l not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) (c) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) (d) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) (e) "Company Policies" shall mean the confidentiality, conflicts of interest, related party transactions, codes of conduct, trading and disclosure, director resignation and other guidelines and policies of the Company; (f) "Expiration Date" means the date that is the earlier later of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) fifteen (15) days prior to the first last day of the time period, established pursuant to the Company's Bylaws, for shareholders stockholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 2022 Annual Meeting of Shareholders; provided that Stockholders, including any postponement or adjournment thereof, and (ii) ten (10) days after such time as Hill Path Designee is no longer a member of the Board; (g) "Extraordinary Transaction" means any tender offer, takeover, merger, acquisition, business combination, recapitalization, restructuring, issuance of common stock or any other strategic or change of control transaction involving the Company shall notify Investor in writing or the assets or business of the occurrence of such date on Company, its subsidiaries and joint ventures, taken as a whole, in each case where the aggregate consideration is more than $130 million in whatever form, cash or prior to such date; (e) stock; (h) "Independent" means that a Person shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Nasdaq Stock Exchange; (f) Market; (i) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) "SEC" means the U.S. Securities and Exchange Commission; (h) (j) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement; and (i) (k) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. View More
Defined Terms. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise cont...rols such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Exchange Act" means the Securities Exchange Act of 1934, as amended; (e) "Expiration Date" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first last day of the time period, established pursuant to the Company's Bylaws, for shareholders stockholders to deliver notice to the Company of director nominations to be brought before the 2022 annual meeting of the Company's 2023 Annual Meeting of Shareholders; provided that stockholders and (ii) January 28, 2022; (f) "including" means "including without limitation," unless otherwise specified; (g) "party" mean the Company shall notify or an Investor in writing of the occurrence of such date on or prior to such date; (e) "Independent" and "parties" means that a Person shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Stock Exchange; (f) Investors, collectively; (h) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) (i) "SEC" means the U.S. Securities and Exchange Commission; (h) (j) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, Company or legal counsel to any party to this Agreement; and (i) (k) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. 6 10. Investors' Representations and Warranties. Each of the Investors represents and warrants that (a) this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of such Investor, enforceable against it in accordance with its terms; (b) does not and will not violate any law, any order of any court or other agency of government, its organizational documents or any provision of any agreement or other instrument to which it or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any material lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument; (c) neither it nor any of its Affiliates has, or will during the Restricted Period have, any agreement, arrangement or understanding, written or oral, with the New Director or other member of the Board pursuant to which such individual has been or will be compensated for his or her service on the Board; and (d) as of the date of this Agreement, (i) the Investors, together with their respective Affiliates, collectively beneficially own 2.5% of the Company's outstanding common stock and have economic exposure to approximately 2.5% of the Company's outstanding common stock and (ii) except as previously disclosed in writing to the Company prior to the execution of this Agreement, neither the Investors nor any of their respective Affiliates is a party to any swap or hedging transactions or other derivative agreements of any nature with respect to the Voting Securities. View More
Defined Terms. Capitalized terms used herein but not otherwise defined herein (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.2. Agreement. Notwithstanding any provision of the Credit Agreement or any other document related thereto (the "Loan Documents") to the contrary, the parties hereto hereby agree that the terms set forth on Appendix A shall apply to the Impacted Currencies. For the avoidance of doubt, to the ...extent provisions in the Credit Agreement apply to the Impacted Currencies and such provisions are not specifically addressed by Appendix A, the provisions in the Credit Agreement shall continue to apply to the Impacted Currencies.View More
Defined Terms. Capitalized terms used herein but not otherwise defined herein (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.2. Agreement. Notwithstanding any provision of the Credit Agreement or any other document related thereto (the "Loan Documents") Loan Document to the contrary, the parties hereto hereby agree that the terms set forth on Appendix A shall apply solely with respect to the Impacted Currencies. C...urrency. For the avoidance of doubt, to the extent provisions in the Credit Agreement apply to the Impacted Currencies Currency and such provisions are not specifically addressed by Appendix A, the provisions in the Credit Agreement shall continue to apply to the Impacted Currencies. Currency. View More
Defined Terms. Capitalized terms used herein but not otherwise defined herein (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.2. Amendment.2. Agreement. Notwithstanding any provision of the Credit Agreement or any other document related thereto (the "Loan Documents") to the contrary, the parties hereto hereby agree that the terms set forth on Appendix A shall apply to the Impacted Currencies. Currency(ies). For the... avoidance of doubt, to the extent provisions in the Credit Agreement apply to the Impacted Currencies Currency(ies) and such provisions are not specifically addressed by Appendix A, the provisions in the Credit Agreement shall continue to apply to the Impacted Currencies. Currency(ies). View More
Defined Terms. Capitalized terms used herein but not otherwise defined herein (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.2. Agreement. Notwithstanding any provision of the Credit Agreement or any other document related thereto (the "Loan Documents") to the contrary, the parties hereto hereby agree that the terms set forth on Appendix A shall apply to the Impacted Currencies. Loans. For the avoidance of doubt, ...to the extent provisions in the Credit Agreement apply to the Impacted Currencies Loans and such provisions are not specifically addressed by Appendix A, the provisions in the Credit Agreement shall continue to apply to the Impacted Currencies. Loans. View More
