Definitions Contract Clauses (26,161)

Grouped Into 476 Collections of Similar Clauses From Business Contracts

This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust com...panies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. View More
Found in Flexion Therapeutics Inc contract
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Definitions. The Unless otherwise defined herein, capitalized terms that follow, when used in this Agreement, Award Agreement shall have the meanings indicated. "Act" shall mean ascribed to them in the Securities Act Plan. As used herein:(a) "Award" means an award of 1933, as amended, and Restricted Stock Units hereby granted. (b) "Date of Grant" means the rules and regulations date on which the Company awarded the Restricted Stock Units to the Participant pursuant to the Plan. (c) "Qualifying Change in Cont...rol" means a Change in Control that is a "change in the ownership or effective control" or a " change in the ownership of a substantial portion of the Commission promulgated thereunder. "Base Prospectus" shall mean assets" within the base prospectus referred to in paragraph 1(a) above contained in meaning of Treasury Regulation 1.409A-3(i)(5). (d) "Restricted Stock Units" means the Registration Statement at Restricted Stock Units which are the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part subject of the Disclosure Package. 28 "Effective Date" shall Award hereby granted. (e) "Shares" mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations shares of the Commission promulgated thereunder. "Execution Time" shall mean Company's Common Stock. (f) "Taxes" means the date federal, state and time that this Agreement is executed local income and delivered employment taxes required to be withheld in connection with the vesting and issuance of the Shares (or other amounts or property) under the Award. (g) "Vesting Period" means, with respect to each Restricted Stock Unit, the period beginning on the Date of Grant and ending on the third anniversary thereof. (h) "Voluntary Retirement" means any voluntary termination by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, Participant as defined in Rule 405. "Final Prospectus" shall mean an employee of the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) Company (or any Parent or Subsidiary) (i) after the Execution Time, together reaching age sixty-two (62) and completing sixty (60) full months of continuous Service with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to Company or its Parent or Subsidiaries or (ii) after reaching age fifty-five (55), where the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing Participant's age plus years of the Final Prospectus, together continuous employment with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. or its Parent or Subsidiaries equals at least seventy (70). View More
Found in AmerisourceBergen Corp contract
Definitions. The terms that follow, when As used in this Agreement, shall Lease, each of the following terms will have the meanings indicated. "Act" shall mean meaning indicated: 1.1. "Basic Monthly Rent" means: Period(s) Basic Monthly Rent Rented Square feet Feb. 1, 2018 through May 31, 2018 $11,399.30 per month 7,209 June. 1, 2018 through January 31, 2019 $14,399.30 per month 10,273 Feb. 1, 2019 through Jan 31, 2020 $14,831.25 per month 10,273 __________ through $n/a, per month n.a.. __________, inclusive ...__________ through $n.a., per month n.a. __________, inclusive * June 2018 Rent will be discounted by $1500. 1.2. "Building" means the Securities Act building with the street address of 1933, as amended, see above , in ______ County,______ , (The Building includes, without limitation, all heating, air-conditioning, mechanical, electrical, and plumbing systems, the rules roof and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than all walls, foundations and fixtures constituting a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Building.) 1.3. "Commencement Date" shall mean each means Feb 1, 2018. 1.4. Expiration Date" means the date and time that is_ years after the Registration Statement, Commencement Date, plus any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean partial calendar month occurring between the Securities Exchange Act of 1934, as amended, Commencement Date and the rules and regulations first day of the Commission promulgated thereunder. "Execution Time" shall mean first full calendar month following the Commencement Date, if the Commencement Date does not occur on the first day of a calendar month, as the same may be extended pursuant to Paragraph 2.2. 1.5. "Occupants" means any assignee, subtenant, employee, agent, licensee, invitee, patient or resident of Tenant. 1.6. "Permitted Use" means typical office and labs use only, and no other purpose. 1.7. "Personaltv" means the following: 1.7.1. all goods, equipment, machinery, inventory, materials, supplies, fixtures, furniture, furnishings, tools, appliances and other tangible personal property now owned or acquired after the date and time that of this Agreement is executed by Landlord and delivered by located in the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) Building: and 1.7.2. all trademarks, trade names, telephone numbers, logos, contract rights, escrow accounts. accounts receivable, chattel paper, insurance policies, agreements, instruments, documents of title, general intangibles, business records, plans. specifications, drawings, options, declarations, surveys, studies, architectural renderings, diagrams, maps, permits, licenses, certificates, zoning and subdivision development applications, filings and approvals and other intangible personal property now owned or acquired after the Execution Time, together date of this Agreement by Landlord and used in connection with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing ownership or operation of the Final Prospectus, together with Building or any businesses located on the Base Prospectus. "Registration Statement" shall mean Building. 1.8. "Premises" means the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to portion of the Securities Building that is filed with leased to Tenant as identified on Exhibit A 1.9. "Security Deposit" means $11,744.25 1.10 "Term" means the Commission pursuant to Rule 424(b) period commencing at 12:01 a.m. of the Commencement Date and deemed part expiring at midnight of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Expiration Date. View More
Found in Co-Diagnostics, Inc. contract
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Base thereunder."Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above Section 1(b) hereof contained in the Registration Statement at the Execution Time. Statement. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or ...a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" City."Commission" shall mean the United States Securities and Exchange Commission. "Disclosure Commission."Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto, (iv) the pricing information set forth on Schedule III hereto, hereto and (iv) (v) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Package."Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange effective."Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution thereunder."Execution Time" shall mean has the date and time that this Agreement is executed and delivered by the parties hereto. "Free meaning set forth in Schedule II-A hereto."Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final 405."Indentures" shall mean that certain Indenture, effective September 14, 2012, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2020, as amended, supplemented and modified from time to time, that certain Indenture, dated as of August 1, 2013, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 6.125% Senior Notes due 2021, as amended, supplemented and modified from time to time, that certain Indenture, dated as of October 29, 2014, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.50% Senior Notes due 2019 and the 6.25% Senior Notes due 2022, as amended, supplemented and modified from time to time, that certain Indenture, dated as of May 12, 2016, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 6.375% Senior Notes due 2024, as amended, supplemented and modified from time to time, and that certain Indenture, dated as of December 2, 2016, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.25% Senior Notes due 2025, as amended, supplemented and modified from time to time."Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433."Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in Section 1(b) hereof which is used prior to the filing of the Prospectus, together with the Base Prospectus."Prospectus" shall mean the prospectus supplement relating to the Securities Units that was is first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Prospectus."Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, Section 1(b) hereof, including exhibits and financial statements and any prospectus supplement relating to the Securities Units that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including any SEC Reports incorporated therein. "Rule may be."Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430B", "Rule 433" and "Rule 433" 462" refer to such rules under the Act. "Rule Act."Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) 1(b) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. View More
Found in ANDEAVOR LOGISTICS LP contract
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Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.
Found in Axsome Therapeutics, Inc. contract
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Definitions. Capitalized terms used but and not otherwise defined in this Amendment herein shall have the meanings given meaning ascribed to them such terms in the Loan Agreement.
Found in GRAHAM CORP contract
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them meaning ascribed such terms in the Loan Agreement.
Found in SeaSpine Holdings Corp contract
Definitions. Capitalized terms used but and not defined in this Amendment shall have the respective meanings given assigned to them in the Loan Agreement.
Found in Cryoport, Inc. contract
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Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
Found in STRATTEC SECURITY CORP contract
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Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them same meaning as defined in the Agreement. Master Lease, unless otherwise defined in this Amendment.
Found in Seritage Growth Properties contract
Definitions. All capitalized Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Plan, except as otherwise defined in this Agreement.
Found in Trustmark Corp (MS) contract
Definitions. All capitalized Capitalized terms used herein and not otherwise defined herein in this Agreement shall have the meanings ascribed to them set forth in the Agreement. Warrant.
Found in HISTOGENICS CORP contract
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Definitions. As used in this Agreement, the following terms shall have the following meanings: a. "Investor" means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this A...greement. b. "Person" means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency. c. "Register," "registered," and "registration" refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the "SEC"). d. "Registrable Securities" means all of the Commitment Shares and all of the Purchase Shares that may, from time to time, be issued or become issuable to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect to the Purchase Shares or the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement. e. "Registration Statement" means one or more registration statements of the Company covering only the sale of the Registrable Securities. View More
Found in Vericel Corp contract
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Definitions. As used in this Agreement, the following terms shall have the following meanings: a. "Investor" means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this A...greement. b. "Person" means any individual person or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency. c. b. "Register," "registered," and "registration" refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities 1933 Act and pursuant to Rule 415 under the Securities 1933 Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such registration statement(s) by the United States U.S. Securities and Exchange Commission (the "SEC"). d. c. "Registrable Securities" means (i) all of the Commitment Shares and all (ii) such number of the additional Purchase Shares that may, as reasonably determined by the Company, which may from time to time, be time be, issued or become issuable to the Investor Buyer upon purchases of the Available Amount under the Purchase Agreement (without regard to any limitation or restriction on purchases), Agreement, and any and all shares of capital stock issued or issuable with respect to the Purchase Shares or Shares, the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, event, without regard to any limitation on purchases under the Purchase Agreement. e. d. "Registration Statement" means one or more a registration statements statement of the Company covering only the sale of the Registrable Securities. View More
Found in Net Element, Inc. contract
Definitions. As used in this Agreement, the following terms shall have the following meanings: a. "Investor" means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this A...greement. b. "Person" means any individual or entity including but not limited to any a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency. c. b. "Register," "registered," "registered ," and "registration" "registration " refer to a registration effected by preparing and filing one or more registration statements of the Company Registration Statements (as defined below) in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis ("Rule 415"), and the declaration or ordering of effectiveness of such registration statement(s) Registration Statement(s) by the United States Securities and Exchange Commission (the "SEC"). d. c. "Registrable Securities" means all of the Investor's Shares, as defined in the Investment Agreement, the Commitment Shares and all shares of the Purchase Shares that may, from time to time, be issued or become Common Stock issuable to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect Investors pursuant to the Purchase Shares or the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Investment Agreement. e. d. "Registration Statement" means one or more a registration statements of statement under the Company covering only the sale of Securities Act which covers the Registrable Securities. View More
Found in Friendable, Inc. contract
Definitions. As used in this Agreement, the following terms shall have the following meanings: a. "Investor" means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this A...greement. b. "Person" means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency. c. "Register," "registered," and "registration" refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the "SEC"). d. "Registrable Securities" means (i) all of the Initial Commitment Shares, (ii) all of the Additional Commitment Shares, (iii) all of the Initial Purchase Shares and (iv) all of the Purchase Shares (other than the Initial Purchase Shares) that may, from time to time, be issued or become issuable to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect to the Initial Commitment Shares, the Additional Commitment Shares, the Initial Purchase Shares, the Purchase Shares or (other than the Commitment Shares Initial Purchase Shares), or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement. e. "Registration Statement" means one or more registration statements of the Company covering only the sale of the Registrable Securities. View More
Found in Amarantus Bioscience Holdings, Inc. contract
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Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.
Found in ALPINE IMMUNE SCIENCES, INC. contract
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Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Engagement Agreement.
Found in TFF Pharmaceuticals, Inc. contract
Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Engagement Letter.
Found in Limelight Networks, Inc. contract
Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Settlement Agreement.
Found in VICTORY OILFIELD TECH, INC. contract
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Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" in its entirety and replacing it with the following: "Termination Date" means the earlier of (a) December 15, 2015, and (b) the date of the occurrence of an Event of Default. SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 Delivered... Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 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. SECTION 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby. View More
Found in PennyMac Mortgage Investment Trust contract
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Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by by: 1.1 deleting the definitions of "Aged Loan" and "Aging Limit" in their entirety and replacing them with the following: "Aged Loan" means, other than with respect to Pooled Mortgage Loans, an Aged 60 Day Loan, an Aged 90 Day Loan or an Aged 270 Day Loan. "Aging Limit" means with respect to Aged Loans other than Jumbo Mortgage Loans, 90 days, and with respect to Aged Loans that are Jumbo Mortgage Loans, 270 days. -1- 1.2 delet...ing the definition of "Termination Date" "Aged 180 Day Loan" in its entirety and all references thereto. 1.3 adding the following definition of "Aged 270 Day Loan" in its proper alphabetical order: "Aged 270 Day Loan" means a Jumbo Mortgage Loan which has been subject to a Transaction hereunder for a period of greater than 90 days but not greater than 270 days. SECTION 2. Representations and Warranties. Schedule 1 of the Existing Repurchase Agreement is hereby amended by deleting paragraph (vv) in its entirety and replacing it with the following: "Termination Date" means (vv) Aging. Such Purchased Mortgage Loan has not been subject to a Transaction hereunder for more than the earlier of (a) December 15, 2015, and (b) the date of the occurrence of an Event of Default. applicable Aging Limit. SECTION 2. 3. Conditions Precedent. This Amendment shall become effective as of the date hereof May 19, 2014 (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; (b) Amendment No. 6 to that certain Amended and (b) Restated Pricing Side Letter, dated as of the date hereof, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and (c) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. -2- SECTION 5. 6. 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. SECTION 6. 7. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby. View More
Found in PennyMac Mortgage Investment Trust contract
Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by: 1.1 deleting the definitions of "Aged Loan", "Aged 30 Day Loan" and "Aged 60 Day Loan" in their entirety and replacing them with the following: "Aged Loan" means, other than with respect to GNMA Loans and Pooled Mortgage Loans, an Aged 30 Day Loan, an Aged 60 Day Loan or an Aged 270 Day Loan. "Aged 30 Day Loan" means a Mortgage Loan (other than a Jumbo Mortgage Loan) which has been subject to one or more Transactions hereunder ...for a period of greater than 30 days but not greater than 60 days. 1 "Aged 60 Day Loan" means a Mortgage Loan (other than a Jumbo Mortgage Loan) which has been subject to one or more Transactions hereunder for a period of greater than 60 days but not greater than 90 days 1.2 adding the following definitions in their proper alphabetical order: "Aged 270 Day Loan" means a Jumbo Mortgage Loan which has been subject to one or more Transactions hereunder for a period of greater than 90 days but not greater than 270 days. "Aging Limit" means (i) with respect to Purchased Mortgage Loans other than Aged Loans and GNMA Loans, 30 days, (ii) with respect to Aged 30 Day Loans, 60 days, (iii) with respect to Aged 60 Day Loans, 90 days, and (iv) with respect to Aged 270 Day Loans, 270 days. SECTION 2. Covenants. Section 14(dd) of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" clause (5) in its entirety and replacing it with the following: "Termination Date" means the earlier of (a) December 15, 2015, and (b) the date (5) Additional Warehouse Line. The Seller shall maintain one or more additional warehouse or repurchase facilities in order to finance mortgage loans in an aggregate amount at least equal to 55% of the occurrence of an Event of Default. Maximum Committed Purchase Price. SECTION 2. 3. Conditions Precedent. This Amendment shall become effective as of the date hereof May 19, 2014 (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; Guarantor; (b) Amendment No. 4 to that certain Pricing Side Letter, dated as of the date hereof, executed and (b) delivered by duly authorized officers of the Buyer, the Seller and the Guarantor; and (c) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. 2 SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. SECTION 5. 6. 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. SECTION 6. 7. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors Guarantor hereby ratify ratifies and affirm affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge acknowledges and agree agrees that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, Agreement and related Program Agreements, as amended hereby. View More
Found in PNMAC Holdings, Inc. contract
Definitions. Section 2 of the Existing Master Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" "MSR Valuation" in its entirety and replacing it with the following: "Termination Date" means "MSR Valuation" shall mean the earlier lesser of (a) December 15, 2015, and (b) (i) the date value of the occurrence mortgage servicing rights owned by the Seller as set forth in the Seller's most recent balance sheet as determined by the Seller as of an Event such date in accordance ...with generally accepted accounting principles, (ii) the Buyer's valuation of Default. such mortgage servicing rights as determined by the Buyer in its good faith discretion, or (iii) a Third Party Evaluator's valuation of such mortgage servicing rights as determined by such Third Party Evaluator; provided, that to the extend such Third Party Evaluator expresses the related valuation as a range of values, the MSR Valuation shall be deemed to be the lowest value assigned in such range. SECTION 2. Reports. Section 17(b)(5) of the Existing Master Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following: (5) Seller shall provide the market value analysis for the MSR Valuation as determined (i) internally for each monthly fiscal period and (ii) by a Third Party Evaluator for each quarterly fiscal period, in all instances as more particularly set forth in the Officer's Compliance Certificate delivered pursuant to Section 17.b (3); SECTION 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by the Guarantors and duly authorized officers of the Buyer, the Seller Buyer and the Guarantors; Seller; and (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. The Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Master Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Master Repurchase Agreement. SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Master Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. terms and the execution of this Amendment by the Buyer. SECTION 5. 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 7. 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. SECTION 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Master Repurchase Agreement, as amended hereby. View More
Found in IMPAC MORTGAGE HOLDINGS INC contract
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Definitions. (a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement. (b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9. (c) For purposes of this Agreement, the following terms shall have the follow...ing meanings: "Collateral" has the meaning set forth in Section 2. "Event of Default" has the meaning set forth in the Note. "First Priority" means, with respect to any lien and security interest purported to be created in any Collateral pursuant to this Agreement, such lien and security interest is the most senior lien to which such Collateral is subject (subject only to liens permitted under the Purchase Agreement). "Proceeds" means "proceeds" as such term is defined in section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Collateral, collections thereon or distributions with respect thereto. "Secured Obligations" has the meaning set forth in Section 3. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of Wyoming or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state. View More
Found in Deep Green Waste & Recycling, Inc. contract
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Definitions. (a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement. (b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9. (c) For purposes of this Agreement, the following terms shall have the follow...ing meanings: "Collateral" has the meaning set forth in Section 2. ‎2. "Event of Default" means the occurrence of any of the following events: (a) the occurrence of an Event of Default under, and as defined in, the Note; (b) any representation or warranty of Grantor in this Agreement shall prove to have been incorrect in any material respect when made; (c) the failure by Grantor to observe or perform any of its obligations hereunder for five (5) days after delivery to Grantor of notice of such failure by or on behalf of the Secured Party; or (d) if any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by Grantor, or a proceeding shall be commenced by Grantor, or by any governmental authority having jurisdiction over Grantor, seeking to establish the invalidity or unenforceability thereof, or Grantor shall deny that Grantor has the meaning set forth in the Note. any liability or obligation purported to be created under this Agreement. "First Priority" means, with respect to any lien and security interest purported to be created in any Collateral pursuant to this Agreement, such lien and security interest is the most senior lien to which such Collateral is subject (subject only to liens permitted under the Purchase Agreement). subject. "Proceeds" means "proceeds" as such term is defined in section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Collateral, collections thereon or distributions with respect thereto. "Secured Obligations" has the meaning set forth in Section 3. ‎3. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of Wyoming New York or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state. View More
Found in 1847 Goedeker Inc. contract
Definitions. (a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement. (b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9. (c) For purposes of this Agreement, the following terms shall have the follow...ing meanings: "Collateral" has the meaning set forth in Section 2. Exhibit E- Stock Pledge Agreement1 of 10Execution "Event of Default" has the meaning set forth in the Note. "First Priority" means, with Loan Agreement. "Pledged Shares" means the shares of stock described in Schedule hereto and issued by the issuers named therein, and the certificates, instruments, and agreements representing the Pledged Shares and includes any securities or other interests, howsoever evidenced or denominated, received by the Pledger in exchange for or as a dividend or distribution on or otherwise received in respect to any lien and security interest purported to be created in any Collateral pursuant to this Agreement, such lien and security interest is of the most senior lien to which such Collateral is subject (subject only to liens permitted under the Purchase Agreement). Pledged Shares. "Proceeds" means "proceeds" as such term is defined in section Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Collateral, Pledged Shares, collections thereon thereon, or distributions with respect thereto. "Secured Obligations" "Obligations" has the meaning set forth in Section 3. the Loan Agreement. "UCC" means has the Uniform Commercial Code as in effect from time to time meaning set forth in the State of Wyoming or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state. Loan Agreement. View More
Found in LAZEX INC. contract
Definitions. (a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement. (b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9. (c) For purposes of this Agreement, the following terms shall have the follow...ing meanings: "Collateral" has the meaning set forth in Section 2. ‎2. "Event of Default" means the occurrence of any of the following events: (a) the occurrence of an Event of Default under, and as defined in, the Note; (b) any representation or warranty of Grantor in this Agreement shall prove to have been incorrect in any material respect when made; (c) the failure by Grantor to observe or perform any of its material obligations hereunder for five (5) days after delivery to Grantor of notice of such failure by or on behalf of the Secured Party; or (d) if any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by Grantor, or a proceeding shall be commenced by Grantor, or by any governmental authority having jurisdiction over Grantor, seeking to establish the invalidity or unenforceability thereof, or Grantor shall deny that Grantor has the meaning set forth in the Note. any liability or obligation purported to be created under this Agreement. "First Priority" means, with respect to any lien and security interest purported to be created in any Collateral pursuant to this Agreement, such lien and security interest is the most senior lien to which such Collateral is subject (subject only to liens permitted under the Purchase Agreement). subject. "Proceeds" means "proceeds" as such term is defined in section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Collateral, collections thereon or distributions with respect thereto. "Secured Obligations" has the meaning set forth in Section 3. ‎3. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of Wyoming Delaware or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state. View More
Found in TRAQIQ, INC. contract
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Definitions. As used in the Plan, the following definitions will apply to the capitalized terms indicated below: (a) "Affiliate" means, at the time of determination, any "parent" or "subsidiary" of the Company as such terms are defined in Rule 405 of the Securities Act. The Board will have the authority to determine the time or times at which "parent" or "subsidiary" status is determined within the foregoing definition.
Found in Adverum Biotechnologies, Inc. contract
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Definitions. As used in the Plan, the following definitions will shall apply to the capitalized terms indicated below: (a) "Affiliate" means, at the time of determination, any "parent" or "subsidiary" "majority-owned subsidiary" of the Company Company, as such terms are defined in Rule 405. of the Securities Act. The Board will shall have the authority to determine the time or times at which "parent" or "subsidiary" "majority-owned subsidiary" status is determined within the foregoing definition.
Found in Poseida Therapeutics, Inc. contract
Definitions. As used in the Plan, the following definitions will shall apply to the capitalized terms indicated below: (a) "Affiliate" means, at the time of determination, any "parent" or "subsidiary" "majority-owned subsidiary" of the Company Company, as such terms are defined in Rule 405 of the Securities Act. The Board will shall have the authority to determine the time or times at which "parent" or "subsidiary" "majority- owned subsidiary" status is determined within the foregoing definition.
Found in Alliqua BioMedical, Inc. contract
Definitions. As used in the Plan, the following definitions will shall apply to the capitalized terms indicated below: (a) "Affiliate" means, at the time of determination, any "parent" or "subsidiary" "majority-owned subsidiary" of the Company Company, as such terms are defined in Rule 405 of the Securities Act. The Board will shall have the authority to determine the time or times at which "parent" or "subsidiary" "majority-owned subsidiary" status is determined within the foregoing definition.
Found in Fastly, Inc. contract
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Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:(a) "Applicable Time" means the date of this Agreement, each Representation Date, the date on which a Placement Notice is given, any date on which Placement Shares are sold hereunder, each Settlement Date, or such other time as agreed to by the Company and the Agents. (b) "GAAP" means United States generally accepted accounting principles, consistently applied. (c) "Subsidiary" has the meaning set forth i...n Rule 405 under the Securities Act. View More
Found in Chatham Lodging Trust contract
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Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:(a) below: (a) "Applicable Time" means the date of this Agreement, each Representation Date, the date on which an Issuance Placement Notice or a Forward Placement Notice is given, any date on which Placement Shares are sold hereunder, hereunder and each Settlement Date, or such other time as agreed to by the Company and the Agents. Agents, the Forward Purchasers and the Forward Sellers. (b) "GAAP" means U...nited States generally accepted accounting principles, consistently applied. (c) "Subsidiary" has the meaning set forth in Rule 405 under the Securities Act. View More
Found in Ramco-Gershenson Properties Trust contract
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:(a) below: (a) "Applicable Time" means each of the date of this Agreement, each Representation Date, the date on which a Placement Notice is given, and any date on which Placement Shares are sold hereunder, each Settlement Date, or such other time as agreed to by the Company and the Agents. hereunder. (b) "GAAP" means United States generally accepted accounting principles, consistently applied. (c) "Subsi...diary" "subsidiary" has the meaning set forth in Rule 405 under the Securities Act. View More
Found in ALBIREO PHARMA, INC. contract
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:(a) below: (a) "Applicable Time" means the date of this Agreement, each Representation Date, the date on which a Placement Notice is given, any date on which Placement Shares are sold hereunder, hereunder and each Settlement Date, or such other time as agreed to by the Company and the Agents. Agent. (b) "GAAP" means United States generally accepted accounting principles, consistently applied. (c) "Subsidi...ary" has means a corporation, partnership, limited liability company or other entity, which is owned or controlled, directly or indirectly, by the meaning set forth in Rule 405 under Company, the Securities Act. Operating Partnership or one or more other Subsidiaries of the Company or the Operating Partnership. View More
Found in TIER REIT INC contract
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Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. 24 "Act" shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" shall have the meaning specified in Rule 501(b) of Regulation D. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City ...of New York. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Memorandum, as amended or supplemented at the Execution Time, (ii) the final term sheet prepared pursuant to Section 5(s) hereto and in the form attached as Schedule II hereto and (iii) any Issuer Written Information. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Investment Company Act" shall mean the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "Issuer Written Information" shall mean any writings in addition to the Preliminary Memorandum that the parties expressly agree in writing to treat as part of the Disclosure Package. "Regulation D" shall mean Regulation D under the Act. "Regulation S" shall mean Regulation S under the Act. "Regulation S-X" shall mean Regulation S-X under the Act. "Trust Indenture Act" shall mean the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder. 25 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. View More
Found in Nuance Communications, Inc. contract
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Definitions. The terms that which follow, when used in this Agreement, shall have the meanings indicated. 24 "Act" shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" shall have the meaning specified in Rule 501(b) of Regulation D. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The... City of New York. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Memorandum, as amended or supplemented at the Execution Time, (ii) the final term sheet prepared pursuant to Section 5(s) hereto and in the form attached as Schedule II hereto and (iii) any Issuer Written Information. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Investment Company Act" shall mean the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "Issuer Written Information" shall mean any writings in addition to the Preliminary Memorandum that the parties expressly agree in writing to treat as part of the Disclosure Package. "Regulation D" shall mean Regulation D under the Act. "Regulation S" shall mean Regulation S under the Act. "Regulation S-X" shall mean Regulation S-X under the Act. "Trust Indenture Act" shall mean the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder. 25 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. View More
Found in CROWN HOLDINGS INC contract
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. 24 "Act" shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" shall have the meaning specified in Rule 501(b) of Regulation D. "Agreement" shall mean this purchase agreement. "Applicable Time" shall mean 3:55 PM, Eastern Time on January 13, 2015. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal ho...liday or a day on which commercial banking institutions or trust companies are authorized or obligated required by law to close in The City of New York. York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Memorandum, as amended or supplemented at the Execution Time, (ii) the final term sheet prepared pursuant to Section 5(s) hereto and in the form attached as Schedule II hereto and (iii) any Issuer Written Information. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Investment Company Act" shall mean the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "Issuer Written Information" shall mean any writings "subsidiary" means "Subsidiary" as defined in addition to the Preliminary Memorandum that Registration Statement, the parties expressly agree in writing to treat as part Disclosure Package and the Prospectus under the captions "Description of the Disclosure Package. "Regulation D" shall mean Regulation D under the Act. "Regulation S" shall mean Regulation S under the Act. "Regulation S-X" shall mean Regulation S-X under the Act. Notes." "Trust Indenture Act" shall mean the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder. 25 22 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Underwriters. View More
Found in HCA Healthcare contract
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. 24 "Act" shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" shall have the meaning specified in Rule 501(b) of Regulation D. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City ...of New York. "Citigroup" shall mean Citigroup Global Markets Inc. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Memorandum, as amended or supplemented at the Execution Time, (ii) the final term sheet prepared pursuant to Section 5(s) hereto and Term Sheet in the form attached as Schedule II III hereto and (iii) any Issuer Written Information. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Investment Company Act" shall mean the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "Issuer Written Information" shall mean any writings in addition to the Preliminary Memorandum that the parties expressly agree in writing to treat as part of the Disclosure Package. "Regulation D" shall mean Regulation D under the Act. "Regulation S" shall mean Regulation S under the Act. "Regulation S-X" shall mean Regulation S-X under the Act. "Trust Indenture Act" shall mean the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder. 25 21 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, WMI Holdings Corp. By: /s/ Charles Edward Smith Name: Charles Edward Smith Title: President, Interim Chief Executive Officer, Interim Chief Legal Officer and Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. View More
Found in Mr. Cooper Group Inc. contract
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