Definitions Clause Example with 299 Variations from Business Contracts

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. "Affiliates" shall have the meaning specified in Rule 501(b) of Regulation D. "Agreement" shall mean this Underwriting Agreement. 35 "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. Eff...ective Date. "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) as amended and supplemented (including the Preliminary Prospectus used most recently prior Prospectus) to the Execution Time, (iii) (ii) 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. "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 describes the Securities and the offering thereof and is used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Prospectus" shall mean the Prospectus Supplement together with the Base Prospectus. "Prospectus Supplement" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time. "Regulation D" shall mean Regulation D under the Act. "Regulation S-X" shall mean Regulation S-X under the Act. "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 Prospectus Supplement 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. 36 "Rule 158", 158," "Rule 163", 163," "Rule 164", 164," "Rule 172", 172," "Rule 405", 405," "Rule 415", 415," "Rule 424", 424," "Rule 430B" 430B," "Rule 433," "Rule 436," "Rule 456," "Rule 457" and "Rule 433" 501" refer to such rules under the Act. "Rule 462(b) Registration Statement" "subsidiary" shall mean each direct and indirect subsidiary of the Company, including, without limitation, the Operating Partnership. "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. 405. 37 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 agreement and your acceptance shall represent a binding agreement among the Company and the Operating Partnership and the several Underwriters. 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. "Agreement" shall mean this Underwriting Agreement including all schedules attached hereto and made a part hereof. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Effective Time. "Busi...ness 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 Preliminary Prospectus, including the Base Prospectus, as amended and supplemented to the Applicable Time of Sale, (ii) the Preliminary Prospectus used most recently prior final term sheet prepared and filed pursuant to the Execution Time, Section 5(b) hereof, (iii) the any Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, Prospectus 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 Notwithstanding any provision hereof to the contrary, each document included in the Disclosure Package shall be deemed to include all documents incorporated therein by reference, whether any such incorporated document is filed before or after the document into which it is incorporated, so long as the incorporated document is filed before the Applicable Time of Sale. "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. 18 "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. "FINRA" shall mean The Financial Industry Regulatory Authority. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "Issuer Free Writing Prospectus" shall mean an issuer any "issuer free writing prospectus, prospectus" as defined in Rule 433 under the Act. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base 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 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 the 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 as the case including any SEC Reports incorporated therein. may be. "Rule 158", 158," "Rule 163", 164," "Rule 164", 172," "Rule 172", 405," "Rule 405", 415," "Rule 415", "Rule 424", 424," "Rule 430B" and "Rule 433" 462" refer to such rules under the Act. "Rule 462(b) Registration Statement" 430B Information" shall mean a registration statement information with respect to the Securities and any amendments thereto filed the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 462(b) relating to 430B. "Trust Indenture Act" shall mean the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding Trust Indenture Act 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 1939, as amended and the several Underwriters. rules and regulations of the Commission promulgated thereunder. View More

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 Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above Section 2 contained in th...e 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 Shares 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. 30 "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" "Interim Prospectus Supplement" shall mean the prospectus supplement relating to the Securities that was first Shares prepared and filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. from time to time as provided by Section 4(b). "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 and the most recently filed Interim Prospectus Supplement (if any). "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 Shares 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 Registration Statement referred to in paragraph 1(a) above, Section 2 and Section 4(a), including exhibits and financial statements and any prospectus supplement relating to the Securities Shares 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 153", "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430B", "Rule 433", "Rule 436", 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) 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. 2. 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 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 that is generally distributed to investors and used most recently prior to offer the Execution Time, (iii) Securities, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III II 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 Package as evidenced by being listed in Schedule II hereto. "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. "FINRA" shall mean the Financial Industry Regulatory Authority, Inc. "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 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. 29 "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, 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 424", "Rule 430B" 430A" and "Rule 433" 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 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

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. "Applicable Time" shall mean 2:30 p.m. (London time) on the date of this Agreement. 29 "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Applicable Time. "Business Day" shall mean any day day,... other than (1) a Saturday, (2) a Sunday or a legal holiday or Sunday, (3) a day on which banking institutions in New York City or trust companies London are authorized or obligated required by law or executive order to close in New York City. or (4) a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (the TARGET2 system), or any successor thereto, operates. "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 Applicable Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III II hereto, (iv) the final term sheet prepared and (iv) filed pursuant to Section 5(b) hereof, 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. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Applicable 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. "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 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", "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" 30 "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 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 that is generally distributed to investors and used most recently prior to offer the Execution Time, (iii) Securities, (ii) 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, 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) 1(i)(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) 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, 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. 28 "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "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. "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. 29 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 Company, the Selling Stockholders 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. "Affiliates" shall have the meaning specified in Rule 405 of the Act. "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, (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. "Final Prospectus" shall mean the prospectus supplement relating to the Securities Notes 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. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) 1 (a) above which that is relating to used in connection with the Securities and used offering of the Notes 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 Notes 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, 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", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430B", "Rule 433" and "Rule 433" 456" refer to such rules under the Act. "Rule 462(b) Registration Statement" "subsidiary" shall mean (a) any corporation, limited liability company, trust, association or other business entity of which more than 50% of the total voting power of shares of capital stock or other equity interest entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or similar positions thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company (or a combination thereof) and (b) any partnership (i) the sole general partner or managing general partner of which is the Company or a subsidiary of the Company or (ii) the only general partners of which are the Company or one or more subsidiaries of the Company (or any combination thereof). "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. 405. 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 agreement 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, and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) 1(i)(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. "Credit Agreement" shall mean the revolving credit agreement, dated as of August 27, 2013, by and among the Company, as borrower, the banks party thereto, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers. 28 "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to as of the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III IV 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. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Indenture" shall mean the indenture, dated as of August 7, 2013, by and among the Company, the Guarantors named therein and Wilmington Trust, National Association, as trustee. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Person" means an individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, syndicate, person, trust, association, organization or other entity, including any governmental authority, and including any successor, by merger or otherwise, of any of the foregoing. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) 1(i)(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) 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, 430B or Rule 430C, as amended on each Effective Date and, in Date, as 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. may be. 29 "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", 424," "Rule 430B" 430B," "Rule 430C" 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) 1(i)(a) hereof. "Stonegate Loan Agreement" shall mean the loan agreement, dated February 28, 2013, by and between Stonegate Bank, as lender, and the Company, as borrower. 30 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 Company, the Selling Stockholders and the several Underwriters. 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) 1(i)(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. "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(i)(b) hereto 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 "EDGAR" shall mean the Commission's Electronic Data Gathering, Analysis and Retrieval System or any successor system. "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. effective, as the case may be. "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 8:00 A.M., New York City time, on August 8, 2017 or such other time that this Agreement is executed and delivered as agreed by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. Company, the Manager and the Representative. "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. 35 "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) 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 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", "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" "subsidiary" shall mean each direct and indirect subsidiary of the Company, except as the context otherwise requires. "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. 35 "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) 1(i)(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 institut...ions 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, (iv) the final term sheet prepared and (iv) filed pursuant to Section 5(i)(b) hereto 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 "EDGAR" shall mean the Commission's Electronic Data Gathering, Analysis and Retrieval System or any successor system. "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. effective, as the case may be. "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 5:00 P.M., New York City time, on May 1, 2017 or such other time that this Agreement is executed and delivered as agreed by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. Company, the Manager and the Representatives. "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. "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) 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 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. 36 "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" "subsidiary" shall mean each direct and indirect subsidiary of the Company, except as the context otherwise requires. "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