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. All capitalized terms used herein (including in the recitals hereto) shall have the respective meaning assigned to such terms in the Credit Agreement, unless otherwise defined herein.
Defined Terms. All Unless otherwise defined herein, all capitalized terms used herein (including in the recitals hereto) shall have the respective meaning assigned to such terms in the Credit Agreement, unless otherwise defined herein. Term Loan Agreement as amended by this Amendment.
Defined Terms. For purposes of this Agreement, if the first letter of a word (or each word in a term) is capitalized, the term shall have the meaning provided in this Agreement, or if such term is not defined by this Agreement, the meaning specified in the Plan. (a) "Adjusted Share Distribution" means, with respect to a Performance Unit, a number of whole and fractional Shares equal to the sum of the Unadjusted Share Distribution and the Dividend Adjustment. (b) "Appendix A" means Appendix A to this Agreement,... which is hereby incorporated herein and made a part hereof. Appendix A describes the performance factor and goals with respect to the Internal Performance Units. 1 (c) "Appendix B" means Appendix B to this Agreement, which is hereby incorporated herein and made a part hereof. Appendix B describes the performance factor and goals with respect to the Relative Performance Units. (d) "Dividend Adjustment" means, with respect to a Performance Unit, a number of whole and fractional units, determined as provided in Section 6, which is added to the Unadjusted Share Distribution to reflect dividend payments during the Performance Period on the units included in the Unadjusted Share Distribution. (e) "Internal Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix A. (f) "Maximum Performance" means the Performance Goal achievement required for the maximum permissible distribution with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. (g) "Minimum Performance" means the minimum Performance Goal achievement required for any distribution to be made with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. (h) "Performance Goal" means a financial target on which the distribution with respect to a Performance Unit is based, as set out in either Appendix A or Appendix B. (i) "Performance Period" means the Performance Period specified in either Appendix A or Appendix B. (j) "Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in either Appendix A or Appendix B. (k) "Relative Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix B. (l) "Section" refers to a Section of this Agreement. (m) "Target Performance" means the Performance Goal achievement required for the targeted distribution with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. If Target Performance is achieved but not exceeded for all Performance Goals, the Unadjusted Share Distribution with respect to a Performance Unit is one share of the Company's voting common stock ("Share"). (n) "Unadjusted Share Distribution" means, with respect to a Performance Unit, the total number of Shares to be distributed to the Participant, before adding the Dividend Adjustment or subtracting required tax withholding. 2 2. Incorporation of Plan Terms. All provisions of the Plan, including definitions (to the extent that a different definition is not provided in this Agreement), are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan.View More
Defined Terms. For purposes of this Agreement, if the first letter of a word (or each word in a term) is capitalized, the term shall have the meaning provided in this Agreement, or if such term is not defined by this Agreement, the meaning specified in the Plan. (a) "Adjusted Share Distribution" means, with respect to a Performance Unit, a number of whole and fractional Shares equal to the sum of the Unadjusted Share Distribution and the Dividend Adjustment. (b) "Appendix A" means Appendix A to this Agreement,... which is hereby incorporated herein and made a part hereof. Appendix A describes the performance factor and goals with respect to the Internal Relative Performance Units. 1 (c) "Appendix B" means Appendix B to this Agreement, which is hereby incorporated herein and made a part hereof. Appendix B describes the performance factor and goals with respect to the Relative Performance Units. (d) "Dividend Adjustment" means, with respect to a Performance Unit, a number of whole and fractional units, determined as provided in Section 6, which is added to the Unadjusted Share Distribution to reflect dividend payments during the Performance Period on the units included in the Unadjusted Share Distribution. (d) "Maximum Performance" means the Performance Goal achievement required for the maximum permissible distribution with respect to a Relative Performance Unit, as set out in Appendix A. (e) "Internal "Minimum Performance" means the minimum Performance Goal achievement required for any distribution to be made with respect to a Relative Performance Unit, as set out in Appendix A. (f) "Performance Goal" means a financial target on which the distribution with respect to a Performance Unit is based, as set out in Appendix A. (g) "Performance Period" means the Performance Period specified in Appendix A. (h) "Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix A. (i) "Relative Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix A. (f) "Maximum Performance" means the Performance Goal achievement required for the maximum permissible distribution with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. (g) "Minimum Performance" means the minimum Performance Goal achievement required for any distribution to be made with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. (h) "Performance Goal" means a financial target on which the distribution with respect to a Performance Unit is based, as set out in either Appendix A or Appendix B. (i) "Performance Period" means the Performance Period specified in either Appendix A or Appendix B. (j) "Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in either Appendix A or Appendix B. (k) "Relative Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix B. (l) "Section" refers to a Section of this Agreement. (m) (k) "Target Performance" means the Performance Goal achievement required for the targeted distribution with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. A. If Target Performance is achieved but not exceeded for all Performance Goals, the Unadjusted Share Distribution with respect to a Performance Unit is one share of the Company's voting common stock ("Share"). (n) (l) "Unadjusted Share Distribution" means, with respect to a Performance Unit, the total number of Shares to be distributed to the Participant, before adding the Dividend Adjustment or subtracting required tax withholding. 2 2. withholding.2. Incorporation of Plan Terms. All provisions of the Plan, including definitions (to the extent that a different definition is not provided in this Agreement), are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan. Plan.3. Award of Performance Units. The Committee has awarded the Participant [[SHARESGRANTED]] Relative Performance Units effective as of the Grant Date, subject to the 2 terms and conditions of the Plan and this Agreement. This award is made contingent upon shareholder approval of the Plan and ratification of the award at the 2021 annual meeting of shareholders. View More
Defined Terms. Unless otherwise indicated herein, all terms, which are capitalized, but are not otherwise defined herein, shall have the meaning ascribed to them in the Original Agreements. 2. Cancellation of Original LOC Agreement. The Company and Lender mutually agree cancel and otherwise terminate the effectiveness of the Original LOC Agreement, whereby Lender will no longer extend any funds to the Company, pursuant to the terms of the Original Agreements. 3. Amended and Restated Note. The Company and Lende...r mutually agree to further amend and restate the Original Note (the "Amended and Restated Note"), in the form attached hereto as Exhibit A, in the total amount of $175,000.00, due and payable on the terms and condition set forth therein. 4. Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Original Agreements, are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date: (i) all references in the Original Agreements to "this Agreement", "hereto", "hereof", "hereunder" or words of like import referring to the Original Agreements shall mean the Original Agreements as amended by this Amendment and (ii) all references such as "thereto", "thereof", "thereunder" or words of like import referring to the Original Agreements shall mean the Original Agreements as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Agreements, and this Amendment, the provisions of this Amendment shall control and be binding. 5. Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.View More
Defined Terms. Unless otherwise indicated herein, all terms, which are capitalized, but are not otherwise defined herein, shall have the meaning ascribed to them in the Original Agreements. 2. Cancellation of Original LOC Agreement. Purchase Agreement Exchange. The Company Purchaser and Lender Seller mutually agree cancel to amend and otherwise terminate the effectiveness of the Original LOC Agreement, whereby Lender will no longer extend any funds to the Company, pursuant to the restate certain terms of the O...riginal Agreements. Purchase Agreement, First Amendment, Second Amendment, and Original Note, in which the parties agree to cancel the Original Purchase Agreement in exchange for a new joint venture agreement (the "Joint Venture Agreement"), in the form attached hereto as Exhibit A, on the terms and condition set forth therein. 3. Amended and Restated Note. The Company Purchaser and Lender Seller mutually agree to further amend and restate the Original Restated Note (the "Amended and Restated Note"), in the form attached hereto as Exhibit A, in the total amount of $175,000.00, due and payable B, on the terms and condition set forth therein. 4. Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Original Agreements, are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date: (i) all references in the Original Agreements to "this Agreement", "hereto", "hereof", "hereunder" or words of like import referring to the Original Agreements shall mean the Original Agreements as amended by this Amendment and (ii) all references such as "thereto", "thereof", "thereunder" or words of like import referring to the Original Agreements shall mean the Original Agreements as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Agreements, and this Amendment, the provisions of this Amendment shall control and be binding. 5. Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original. View More
Defined Terms. Capitalized terms used but not defined in this Amendment Agreement shall have the respective meanings ascribed to them in the Investor Merger Agreement.
Defined Terms. Unless otherwise specifically defined herein, all capitalized terms used herein shall have the respective meanings ascribed to such terms in the Stockholders' Agreement.
Defined Terms. Unless otherwise specifically defined herein, all capitalized terms used herein shall have the respective meanings ascribed to such terms in the Stockholders' Credit Agreement.
Defined Terms. (a) Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement. (b) For purposes of this Guaranty, "Obligations" shall mean all obligations and liabilities of the Seller to the Buyer, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, or whether for payment or for performance (including, without limitation, Price Differential accruing aft...er the Repurchase Date for the Transactions and Price Differential accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Seller, whether or not a claim for post filing or post petition interest is allowed in such proceeding), which may arise under, or out of or in connection with the Repurchase Agreement, this Guaranty and any other Program Documents and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Buyer that are required to be paid by the Seller pursuant to the terms of such documents), all "claims" (as defined in Section 101 of the Bankruptcy Code) of the Buyer against the Seller, or otherwise. (c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and section and paragraph references are to this Guaranty unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.View More
Defined Terms. (a) Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement. (b) For purposes of this Guaranty, the following terms shall have the following meanings: "Full Recourse Trigger Event" shall mean an Insolvency Event has occurred with respect to the Seller other than an involuntary bankruptcy petition not filed by Seller, Guarantor, any Affiliate thereof or Buyer and not consented to by Seller, Guaran...tor or any Affiliate thereof or with the collusion of Seller, Guarantor or any Affiliate thereof. "Losses Recourse Trigger Event" shall mean any of the following events: the Seller, the Guarantor or any of Seller's or Guarantor's officers, directors, employees, Subsidiaries or Affiliates have engaged in fraudulent acts, made intentional misrepresentations, engaged in the intentional misapplication, misappropriation or conversion of funds or otherwise acted with willful misconduct, in each of the aforementioned events, in connection with the Program Documents or any Purchased Assets subject to a Transaction. "Obligations" shall mean all obligations and liabilities of the Seller to the Buyer, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, or whether for payment or for performance to the Buyer (including, without limitation, Price Differential accruing after the Repurchase Date for the Transactions and Price Differential accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Seller, whether or not a claim for post filing or post petition post-petition interest is allowed in such proceeding), which may arise arises under, or out of or in connection with the Repurchase Agreement, this Guaranty and any other Program Documents and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Buyer that are required to be paid by the Seller pursuant to the terms of such documents), all "claims" (as defined in Section 101 of the Bankruptcy Code) of the Buyer against the Seller, or otherwise. (c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and section and paragraph references are to this Guaranty unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. View More
Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement: (a) "Cause" shall mean that the Holder: (i) has been convicted of, or entered a plea of nolo contendre to, a misdemeanor involving moral turpitude or any felony under the laws of the United States or any state or political subdivision thereof; (ii) has committed an act constituting a breach of fiduciary duty, fraud, gross negligence or willful misconduct; (iii) has engaged ...in conduct that violated the Corporation's then existing internal policies or procedures and which is materially detrimental to the business, reputation, character or standing of the Corporation or any of its Subsidiaries; or (iv) after written notice to the Holder and a reasonable opportunity of at least thirty (30) days to cure, the Holder shall continue (x) to be in material breach of the terms of his employment agreement with the Corporation; (y) to fail or refuse to attend to the material duties and responsibilities reasonably assigned to him by the Board of Directors consistent with his authority, position and responsibilities on the date hereof; or (z) to be absent excessively for reasons unrelated to disability. (b) "Disability" shall mean that the Holder is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the service provider's employer. (c) "Good Reason" shall mean one or more of the following without the Holder's written consent: (i) a material diminution of the Holder's base salary; (ii) a material diminution in the Holder's authority, duties or responsibilities; (iii) the Holder no longer reports directly to the Board of Directors of the Corporation; (iv) the relocation of the Holder's principal office to a location outside a thirty (30) mile radius from the Corporation's present Chantilly, Virginia location or (v) any other action or inaction that constitutes a material breach of the terms of the Holder's employment agreement with the Corporation, provided, however, that none of the events described herein will constitute good reason unless the Holder has first provided written notice to the Corporation of the occurrence of the applicable event(s) within ninety (90) days of the initial existence of such event and the Corporation fails to cure such event within thirty (30) days after its receipt of such written notice and, if uncured, the termination is effective as of the end of such cure period.View More
Defined Terms. In addition to terms defined elsewhere herein, the following terms shall have the following meanings when used in this Agreement: (a) "Cause" shall mean that have the Holder: (i) has been convicted of, or entered a plea of nolo contendre to, a misdemeanor involving moral turpitude or any felony under meaning provided for in the laws of the United States or any state or political subdivision thereof; (ii) has committed an act constituting a breach of fiduciary duty, fraud, gross negligence or wil...lful misconduct; (iii) has engaged in conduct that violated the Corporation's then existing internal policies or procedures and which is materially detrimental to the business, reputation, character or standing of the Corporation or any of its Subsidiaries; or (iv) after written notice to the Holder and a reasonable opportunity of at least thirty (30) days to cure, the Holder shall continue (x) to be in material breach of the terms of his Holder's employment agreement with the Corporation; (y) to fail or refuse to attend to the material duties and responsibilities reasonably assigned to him by the Board of Directors consistent with his authority, position and responsibilities Corporation that is in effect on the date hereof; or (z) to be absent excessively for reasons unrelated to disability. Award Date. (b) "Disability" "Disabled" shall mean that the Holder is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the service provider's employer. (c) "Good Reason" shall mean one or more of the following without the Holder's written consent: (i) a material diminution of reduction in the Holder's base salary; (ii) a material diminution in the Holder's authority, duties or responsibilities; (iii) the Holder no longer reports directly to the Board of Directors of the Corporation; (iv) the relocation of the Holder's principal office to a location outside a thirty (30) mile radius from the Corporation's present Chantilly, Virginia location or (v) any other action or inaction that constitutes location; (iii) a material breach by the Corporation or any of the terms its Subsidiaries of the Holder's employment agreement with that is then in effect; or (iv) following a Change in Control, a material diminution in the Corporation, Holder's authority, duties or responsibilities; provided, however, that none of the events described herein will constitute good reason unless the Holder has first provided written notice to the Corporation of the occurrence of the applicable event(s) within ninety (90) days of the initial existence of such event and the Corporation (or one of its Subsidiaries, if applicable) fails to cure such event within thirty (30) days after its receipt of such written notice and, if uncured, the termination is effective (and the Holder terminates) as of the end of such 30-day cure period. View More
Defined Terms. Unless the context otherwise requires, the terms defined in the Credit Agreement shall have the same meanings whenever used in this Agreement.
Defined Terms. Unless otherwise defined herein or the context otherwise requires, the terms defined in the Credit Agreement shall have the same meanings whenever used in this Agreement.
Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "AGREEMENT" shall have the meaning specified in the preamble hereof. "CLAIM AMOUNT" shall mean $1,035,473 "COMMON STOCK" shall mean the Company's common stock, $0. 001 par value per share, and any shares of any other class of common stock whether now or hereafter authorized, having the right to... participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company). 1 "COURT" shall mean the Circuit Court of the Second Judicial Circuit, Leon County, Florida. "DISCOUNT" shall mean thirty (30%) percent. "DTC" shall have the meaning specified in Section 3b. "DWAC" shall have the meaning specified in Section 3b. "FAST" shall have the meaning specified in Section 3b. "GROSS PROCEEDS" shall mean proceeds from sales of Settlement Shares by TARPON. "NET PROCEEDS" shall mean Gross Proceeds less all brokerage, clearing and delivery related fees and charges associated with the generation of such Gross Proceeds, including but not limited to, commission and execution fees, ticket and deposit fees, DTC and Non-DTC, transfer agent and clearing agent fees. "PRINCIPAL MARKET" shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the Over the Counter Bulletin Board, OTCXD, the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock. "REMITTANCE AMOUNT" shall mean NET PROCEEDS multiplied by one minus the Discount ((1 – 0.30) or 0.70); "SELLER" shall mean any individual or entity listed on Schedule A, who originally owned the Claims. "SETTLEMENT SHARES" shall have the meaning specified in Section 3a. "TRADING DAY" shall mean any day during which the Principal Market shall be open for business. "TRANSFER AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the Company's appointment of any such substitute or replacement transfer agent). 2 2. Fairness Hearing. Upon the execution hereof, Company and TARPON agree, pursuant to Section 3(a) (10) of the Securities Act of 1933 (the "Act") [and the applicable section of the General Statutes of Florida], to promptly submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the "Order").View More
Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "AGREEMENT" shall have the meaning specified in the preamble hereof. "CLAIM AMOUNT" shall mean $1,035,473 $1,826,005.16 "COMMON STOCK" shall mean the Company's common stock, $0. 001 $0.0001 par value per share, and any shares of any other class of common stock whether now or hereafter authorize...d, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company). 1 "COURT" shall mean the Circuit Court of the Second Judicial Circuit, Leon County, Florida. "DISCOUNT" "DISCOUNT': shall mean thirty (30%) twenty five (25%) percent. "DTC" "OTC" shall have the meaning specified in Section 3b. "DWAC" shall have the meaning specified in Section 3b. "FAST" shall have the meaning specified in Section 3b. "GROSS PROCEEDS" shall mean proceeds from sales of Settlement Shares (as defined below) by TARPON. "NET PROCEEDS" shall mean Gross Proceeds less all brokerage, clearing and delivery related fees and charges associated with the generation of such Gross Proceeds, including but not limited to, commission and execution fees, ticket and deposit fees, DTC and Non-DTC, transfer agent and clearing agent fees. fees, as well as proceeds from the sale of Fee Shares, if any, as defined below. "PRINCIPAL MARKET" MARKET' shall mean the Nasdaq NASDAQ National Market, the Nasdaq NASDAQ SmallCap Market, the Over the Counter Bulletin Board, OTCXD, ()TOW, the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock. "REMITTANCE AMOUNT" shall mean NET PROCEEDS multiplied by one minus the Discount ((1 – 0.30) — 025) or 0.70); 0.75); "SELLER" shall mean any individual or entity listed on Schedule A, who originally owned the Claims. "SETTLEMENT SHARES" shall have the meaning specified in Section 3a. 3a "TRADING DAY" shall mean any day during which the Principal Market shall be open for business. "TRANSFER AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the Company's appointment of any such substitute or replacement transfer agent). 2 2. Fairness Hearing. Upon the execution hereof, Company and TARPON agree, pursuant to Section 3(a) (10) of the Securities Act of 1933 (the "Act") [and the applicable section of the General Statutes of Florida], to promptly submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the "Order").View More
Defined Terms. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.
Defined Terms. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security and Pledge Agreement or, if not defined therein, in the Credit Agreement. NPA.
