Definitions Clause Example with 299 Variations from Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Definitions" Clause from Business Contracts
Definitions. The terms that follow, when used in this Agreement and any Terms 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. "Applicable Time" shall mean, with respect to any Units, the time of sale of such Units pursuant to this Agreement or any relevant Terms Agreement. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) Section 2(a) above contained in t...he 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 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, Supplement, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III I hereto, (iv) the public offering price of Units sold at the relevant Applicable Time 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 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" "Indentures" shall mean that certain Indenture, effective September 14, 2012, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the prospectus supplement guarantors named therein and U.S. Bank National Association, as trustee, relating to the Securities 5.875% Senior Notes due 2020, as amended, supplemented and modified from time to time; that was first filed pursuant 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 43 trustee, relating to Rule 424(b) after the Execution Time, together with 6.125% Senior Notes due 2021, as amended, supplemented and modified from time to time; and that certain Indenture dated as of October 29, 2014 by and among Tesoro Logistics LP, Tesoro Finance Corp, QEP Field Services, LLC, the Base Prospectus. other entities party thereto and US 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. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" "Prospectus" shall mean any preliminary the Base Prospectus, as supplemented by the Prospectus Supplement. "Prospectus Supplement" shall mean the most recent prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used Units that was first filed pursuant to Rule 424(b) at or prior to the filing of the Final Prospectus, together with the Base Prospectus. Execution Time. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) Section 2(a) above, 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, effective, 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. 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 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) 2(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
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, 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 t...rust 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, (iv) the final term sheet prepared and (iv) filed pursuant to Section 5(b) hereto, if any, and (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 Date" shall mean each date and time that the Registration Statement, Statement and 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. 3:02 p.m. (New York time), October 20, 2014. "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. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Piedras Negras Brewery Business" shall mean the operations the Company has acquired through the acquisition of all the outstanding shares of each of the Piedras Negras Brewery Companies pursuant to a Stock Purchase Agreement dated February 13, 2013 between the Company and Anheuser-Busch InBev SA/NV, as amended by the First Amendment to Stock Purchase Agreement dated as of April 19, 2013. -25- "Piedras Negras Brewery Companies" shall mean Compañía Cervecera de Coahuila, S. de R.L. de C.V. and Servicios Modelo de Coahuila, S. de R.L. de C.V. (formerly known in prior form as Compañia Cervecera de Coahuila, S.A. de C.V. and Servicios Modelo de Coahuila S.A. de C.V., respectively). "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, above (which was filed within 3 years of the Closing Date), 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. amended. "Rule 158", 158," "Rule 163", 163," "Rule 164", 164," "Rule 172", 172," "Rule 405", 405," "Rule 415", 415," "Rule 424", 424," "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission promulgated thereunder. "Well-Known Seasoned Issuer" shall mean a registration statement and any amendments thereto filed pursuant to well-known seasoned issuer, as defined in 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. 405. View More
Definitions. The terms that which 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 tru...st 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 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. August 15, 2017, at 5:00 PM, New York City time. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any the preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. 39 "Prospectus" shall mean the prospectus relating to the Securities and used prior that is first filed pursuant to Rule 424(b) after the filing of the Final Prospectus, together with the Base Prospectus. Execution Time. "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 information deemed part of such registration statement pursuant to Rule 430B, 430A, as amended on each Effective Date or supplemented at the Execution Time 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. may be. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 419", "Rule 424", "Rule 430B" 430A", "Rule 430B", "Rule 433" and "Rule 433" 462" refer to such rules under the Act. "Rule 430A Information" shall mean information with respect to the Securities and the Offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering Offering covered by the registration statement referred to in Section 1(a) hereof. If "Statutory Prospectus" shall mean the foregoing is in accordance with your understanding (i) Preliminary Prospectus dated August 7, 2017, relating to the Securities and (ii) the Time 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. Delivery Information, if any, set forth on Schedule II hereto. View More
Definitions. The terms that which 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 tru...st 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 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. 38 "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. October 13, 2015, at 5:00 PM, New York City time. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any the preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus relating to the Securities and used prior that is first filed pursuant to Rule 424(b) after the filing of the Final Prospectus, together with the Base Prospectus. Execution Time. "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 information deemed part of such registration statement pursuant to Rule 430B, 430A, as amended on each Effective Date or supplemented at the Execution Time 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. may be. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 419", "Rule 424", "Rule 430B" 430A", "Rule 430B", "Rule 433" and "Rule 433" 462" refer to such rules under the Act. "Rule 430A Information" shall mean information with respect to the Securities and the Offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering Offering covered by the registration statement referred to in Section 1(a) hereof. If "Statutory Prospectus" shall mean the foregoing is in accordance with your understanding (i) Preliminary Prospectus dated October 6, 2015, relating to the Securities and (ii) the Time 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. Delivery Information, if any, set forth on Schedule II hereto. View More
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the United States 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 institution...s or trust companies are authorized or obligated by law to close in New York City. 38 "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 United States 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 "Liquidation" shall mean the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company's Amended and Restated Memorandum and Articles of Association if the Company fails to consummate a Business Combination. "New York Courts" shall mean the state or U.S. federal courts located in the City of New York and County of New York. "Preliminary Prospectus" shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus supplement relating to the Securities 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. Time. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus and 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, 430A, as amended on each Effective Date at the Execution Time 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. may be. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 419", "Rule 424", "Rule 430B" 430A", "Rule 433" and "Rule 433" 462" refer to such rules under the Act. "Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. 39 "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. "Statutory Prospectus" shall mean (i) the Preliminary Prospectus dated May 8, 2015, relating to the Securities and (ii) the Time of Delivery Information, if any, set forth on Schedule II hereto. [remainder of page intentionally left blank] 40 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. Very truly yours, GP Investments Acquisition Corp. By: /s/ Antonio Bonchristiano Name: Antonio Bonchristiano Title: Chief Executive Officer & Chief Financial Officer Citigroup Global Markets Inc. By: /s/ Neil Shah Name: Neil Shah Title: Managing Director For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. View More
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 Section 1(i)(a) hereof 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 in...stitutions or trust companies are authorized or obligated by law to close in New York City. 28 "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 any Issuer Free Writing Prospectuses, if any, Prospectus 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 is first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Material Adverse Effect" shall mean any event, circumstance, change, development or condition that, individually or in the aggregate, has had a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. "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) Section 1(i)(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 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, amended or such Rule 462(b) Registration Statement, as the case may be. 29 "Related Fund" shall mean, with respect to any person, any another corporation, partnership, limited liability company, trust, investment fund, special purpose vehicle, investment account, investment manager, investment advisor or sub-advisor or other business entity that (A) is a direct or indirect subsidiary, affiliate, or direct or indirect subsidiary of an affiliate of such person, (B) is controlled by, or under common with, such person, (C) is an investment manager, investment advisor or sub-advisor to such person or is an affiliate of such investment manager or investment advisor or sub-advisor, (D) is managed or advised or sub-advised by (1) the same investment manager or investment advisor or sub-advisor as such person or (2) an affiliate of such person's investment manager or investment advisor or sub-advisor, or (E) is a special purpose vehicle owned in each case including any SEC Reports incorporated therein. whole or in part by such person or an affiliate of such person. "Rule 158", 158," "Rule 163", 164," "Rule 164", 172," "Rule 172", 405," "Rule 405", 415," "Rule 415", 424," "Rule 424", 430B," "Rule 430B" 433" and "Rule 433" 462" 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) 1(i)(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
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. 34 "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 ...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 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 "Liquidation" shall mean the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company's Amended and Restated Memorandum and Articles of Association if the Company fails to consummate a Business Combination. "Preliminary Prospectus" shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus supplement relating to the Securities 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. Time. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus and 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, 430A, as amended on each Effective Date at the Execution Time 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. may be. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 419", "Rule 424", "Rule 430B" 430A", "Rule 433" and "Rule 433" 462" refer to such rules under the Act. 35 "Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "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. "Statutory Prospectus" shall mean (i) the Preliminary Prospectus dated April 23, 2015, relating to the Securities and (ii) the Time of Delivery Information, if any, set forth on Schedule II hereto. [remainder of page intentionally left blank] 36 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. Very truly yours, Atlantic Alliance Partnership Corp. By: /s/ Jonathan Mitchell Name: Jonathan Mitchell Title: Director Citigroup Global Markets Inc. By: /s/ Neil Shah Name: Neil Shah Title: Managing Director For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. View More
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the United States 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 institution...s or trust companies are authorized or obligated by law to close in New York City. 39 "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 United States 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 "Liquidation" shall mean the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company's Amended and Restated Memorandum and Articles of Association if the Company fails to consummate a Business Combination. "New York Courts" shall mean the state or U.S. federal courts located in the City of New York and County of New York. "Preliminary Prospectus" shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus supplement relating to the Securities 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. Time. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus and 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, 430A, as amended on each Effective Date at the Execution Time 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. may be. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 419", "Rule 424", "Rule 430B" 430A", "Rule 433" and "Rule 433" 462" refer to such rules under the Act. "Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. 40 "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. "Statutory Prospectus" shall mean (i) the Preliminary Prospectus dated [●], 2015, as amended by the Preliminary Prospectus dated [●], 2015, relating to the Securities and (ii) the Time of Delivery Information, if any, set forth on Schedule II hereto. [remainder of page intentionally left blank] 41 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. Very truly yours, GP Investments Acquisition Corp. By: Name: Title: Citigroup Global Markets Inc. By: Name: Title: For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. View More
Definitions. The terms that which 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 "Basic Prospectus" shall mean the base prospectus referred to in paragraph Section 1(a) above contained in the Registration Statement at the Execution Time. Effective Date. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on wh...ich banking institutions or trust companies are authorized or obligated by law to close in The City of New York City. "Commission" shall mean the Securities and Exchange Commission. York. "Disclosure Package" shall mean (i) the Base Prospectus, Basic Prospectus as supplemented by all Preliminary Prospectuses; (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) (iii) 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, Statement and 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. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus. "FINRA" shall mean the Financial Industry Regulatory Authority. 19 "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" "FSMA" shall mean the prospectus supplement relating to U.K. Financial Services and Markets Act 2000. "Initial Sale Time" shall mean the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. date and time specified as such in Schedule I hereto. "Issuer Free Writing Prospectus" shall mean (i) an issuer free writing prospectus, as defined in Rule 433 and (ii) any electronic road show and any other road show that is a written communication. "Material Adverse Effect" shall mean a material adverse effect on the business, financial condition, results of operations or properties of the Company and its subsidiaries, taken as a whole. "NYSE" shall mean the New York Stock Exchange. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Basic Prospectus referred to in paragraph 1(a) above which is relating to describes the Securities and the offering thereof and is used prior to the filing of the Final Prospectus, together with the Base Basic Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, on Form S-3 (the File number of which is set forth on Schedule I hereto), filed by the Company on the date set forth on Schedule I hereto, registering under the Act the offer and sale of the Securities, including a basic prospectus, incorporated documents, 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 at the Execution Time 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. amended. "Rule 158", 134," "Rule 163", 158," "Rule 164", 163," "Rule 172", 164," "Rule 405", 172," "Rule 415", 401," "Rule 424", 405," "Rule 430B" 415," "Rule 424," "Rule 430B," "Rule 433," "Rule 436," "Rule 456," "Rule 457" and "Rule 433" "Regulation S-K" refer to such rules or regulation under the Act. "Rule 462(b) Registration Statement" "Well-Known Seasoned Issuer" shall mean a registration statement and any amendments thereto filed pursuant to well-known seasoned issuer, as defined in 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. 405. View More
Definitions. The terms that which 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 "Basic Prospectus" shall mean the base prospectus referred to in paragraph Section 1(a) above contained in the Registration Statement at the Execution Time. Effective Date. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on wh...ich banking institutions or trust companies are authorized or obligated by law to close in The City of New York City. "Commission" shall mean the Securities and Exchange Commission. York. "Disclosure Package" shall mean (i) the Base Prospectus, Basic Prospectus as supplemented by all Preliminary Prospectuses; (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) (iii) 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, Statement and 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. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus. "FINRA" shall mean the Financial Industry Regulatory Authority. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" "FSMA" shall mean the prospectus supplement relating to U.K. Financial Services and Markets Act 2000. "Initial Sale Time" shall mean the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. date and time specified as such in Schedule I hereto. "Issuer Free Writing Prospectus" shall mean (i) an issuer free writing prospectus, as defined in Rule 433 and (ii) any electronic road show. 17 "Material Adverse Effect" shall mean a material adverse effect on the business, financial condition, results of operations or properties of the Company and its subsidiaries, taken as a whole. "NYSE" shall mean the New York Stock Exchange. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Basic Prospectus referred to in paragraph 1(a) above which is relating to describes the Securities and the offering thereof and is used prior to the filing of the Final Prospectus, together with the Base Basic Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, on Form S-3 (the File number of which is set forth on Schedule I hereto), filed by the Company on the date set forth on Schedule I hereto, registering under the Act the offer and sale of the Securities, including a basic prospectus, incorporated documents, 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 at the Execution Time 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. amended. "Rule 158", 134," "Rule 163", 158," "Rule 164", 163," "Rule 172", 164," "Rule 405", 172," "Rule 415", 401," "Rule 424", 405," "Rule 430B" 415," "Rule 424," "Rule 430B," "Rule 433," "Rule 436," "Rule 456," "Rule 457" and "Rule 433" "Regulation S-K" refer to such rules or regulation under the Act. "Rule 462(b) Registration Statement" "Well-Known Seasoned Issuer" shall mean a registration statement and any amendments thereto filed pursuant to well-known seasoned issuer, as defined in 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. 405. View More
