Grouped Into 476 Collections of Similar Clauses From Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1. "Applicable Rate" means 12% per annum. "Bank" means Comerica Bank. "Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banks in Atlanta, Georgia are authorized or required by law to close. "Default" means any of the events specified in Section 7 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 7 would, u...nless cured or waived, become an Event of Default. "Event of Default" has the meaning set forth in Section 7. "Governmental Authority" means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government. "Interest Payment Date" means the last day of each month commencing on the first such date to occur after the execution of this Note. "Law" as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "Lien" means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or other security interest. "Loan" has the meaning set forth in the introductory paragraph. "Maker" has the meaning set forth in the introductory paragraph. "Maturity Date" means the earliest of (a) September 16, 2022, (b) the Maker's consummation of a debt financing resulting in the Maker's receipt of gross proceeds of not less than $20,000,000, (c) the Maker's consummation of primary sales of registered equity securities resulting in the Maker's receipt of gross proceeds of not less than $20,000,000, (d) the Maker's consummation of the sale of its Computex business unit and (e) the date on which all amounts under this Note shall become due and payable pursuant to Section 6. "Note" has the meaning set forth in the introductory paragraph. "Noteholder" has the meaning set forth in the introductory paragraph. "Parties" has the meaning set forth in the introductory paragraph. "Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity. "Premium Payment" means such amount, if any, as is required to result in the Noteholder having received, upon the final payment of all remaining amounts due under this Note pursuant to Section 2, payments equal to, in the aggregate, 125% of the original principal amount of this Note (inclusive of the repayment of the principal amount of the Loan and all interest payments hereunder). "Senior Credit Agreement" means that certain Credit Agreement dated as of December 18, 2017, by and among Stratos Management Systems, Inc., a Delaware corporation, as the prior borrower, Stratos Management Systems Holdings, LLC, as parent of such prior borrower, and Bank, as assigned and assumed by Stratos Management Systems, Inc. (formerly known as Tango Merger Sub Corp.), a Delaware corporation, and the Maker, collectively, as the new co-borrowers thereunder, pursuant to that certain Third Amendment to Loan Documents dated as of April 7, 2020, including all amendments, modifications or supplements to any of the foregoing. "Senior Credit Facility" means collectively, all financial accommodations extended by Bank to Maker and the other "Borrowers under the Senior Credit Agreement and the other Loan Documents (as defined in the Senior Credit Agreement). "Senior Credit Termination" means the date upon which (a) the indebtedness, obligations and liabilities of the Maker and Stratos Management Systems, Inc. (other than contingent obligations with respect thereto) under the Senior Credit Agreement and the Loan Documents (as defined in the Senior Credit Agreement) are satisfied in full and (b) all commitments of Bank to extend financial accommodations with respect to the Senior Credit Facility have been terminated.View More
Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1. "Applicable Rate" means 12% per annum. "Bank" means Comerica Bank. "Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banks in Atlanta, Georgia are authorized or required by law to close. "Default" means any of the events specified in Section 7 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 7 would, u...nless cured or waived, become an Event of Default. "Event of Default" has the meaning set forth in Section 7. "Governmental Authority" means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government. "Interest Payment Date" means the last day of each month commencing on the first such date to occur after the execution of this Note. "Junior Debt" means all present and future indebtedness, obligations and liabilities of Maker to Noteholder under or otherwise pursuant to the Note, whether for principal, interest, fees, costs and expenses (including, without limitation, attorneys' fees) or otherwise. "Law" as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "Lien" means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or other security interest. "Loan" has the meaning set forth in the introductory paragraph. "Maker" has the meaning set forth in the introductory paragraph. 2 "Maturity Date" means the earliest of (a) September 16, 2022, (b) the Maker's consummation of a debt financing resulting in the Maker's receipt of gross proceeds of not less than $20,000,000, (c) the Maker's consummation of primary sales of registered equity securities resulting in the Maker's receipt of gross proceeds of not less than $20,000,000, (d) (c) the Maker's consummation of the sale of its Computex business unit and (e) (d) the date on which all amounts under this Note shall become due and payable pursuant to Section 6. 6; provided that, if the Maturity Date pursuant to any of the foregoing clauses (a) through (d) occurs at a time when the Senior Credit Facility remains outstanding, other than as a result of a voluntary extension of the due date of the Senior Credit Facility by the Lenders when no Default (as defined in the Senior Credit Agreement) has occurred and is continuing, the Maturity Date shall be automatically extended until such time as the Senior Credit Termination has occurred. "Note" has the meaning set forth in the introductory paragraph. "Noteholder" has the meaning set forth in the introductory paragraph. "Parties" has the meaning set forth in the introductory paragraph. "Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity. "Premium Payment" means such amount, if any, as is required to result in the Noteholder having received, upon the final payment of all remaining amounts due under this Note pursuant to Section 2, payments equal to, in the aggregate, 125% of the original principal amount of this Note (inclusive of the repayment of the principal amount of the Loan and all interest payments hereunder). "Senior Credit Agreement" means that certain Credit Agreement dated as of December 18, 2017, November [●], 2021, by and among Stratos the Maker, the lenders party thereto from time to time (the "Lenders") and Monroe Capital Management Systems, Inc., a Delaware corporation, as the prior borrower, Stratos Management Systems Holdings, Advisors, LLC, as parent of administrative agent for such prior borrower, and Bank, as assigned and assumed by Stratos Management Systems, Inc. (formerly known as Tango Merger Sub Corp.), a Delaware corporation, and the Maker, collectively, as the new co-borrowers thereunder, pursuant to that certain Third Amendment to Loan Documents dated as of April 7, 2020, including all amendments, modifications or supplements to any of the foregoing. Lenders (the "Agent"). "Senior Credit Facility" means collectively, all financial accommodations extended by Bank the Lenders to the Maker and the other "Borrowers under the Senior Credit Agreement and the other Loan Documents (as defined in the Senior Credit Agreement). "Senior Credit Termination" means the date upon which (a) the indebtedness, obligations and liabilities of the Maker and Stratos Management Systems, Inc. (other than contingent obligations with respect thereto) thereto for which no claims have been asserted) under the Senior Credit Agreement and the Loan Documents (as defined in the Senior Credit Agreement) are paid and satisfied in full in cash and (b) all commitments of Bank the Lenders to extend financial accommodations with respect to the Senior Credit Facility have been terminated. View More
Definitions. In addition to other terms defined throughout this Agreement, the following terms have the following meanings when used herein: 5.1 "Affiliate" means (x) any Person directly or indirectly controlling, controlled by or under common control with another Person, (y) any manager, director, officer, partner or employee of a Person, or (z) any spouse, spousal equivalent or other cohabitant occupying a relationship generally equivalent to that of a spouse, father, mother, brother, sister or descendant ...of a Person; a Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through ownership of voting securities, by contract, or otherwise. 180 and MintzSettlement and Mutual Release Agreement0 5.2 "Binding Agreement Date" means the date that this Agreement has been signed by all Parties hereto and that a signed copy hereof has been delivered to each of the Parties hereto. 5.3 "Governing Documents" of an entity shall mean the (i) articles or certificate of incorporation or association, certificate of formation, articles of organization or certificate of limited partnership or similar instrument under which an entity is formed; and (ii) the other documents or agreements, including bylaws, partnership agreements of partnerships, operating agreements of limited liability companies, or similar documents, adopted by the entity to govern the formation and internal affairs of the entity. 5.4 "Loss" means all losses, damages, liabilities (including, without limitation, tax liabilities), claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney's and experts' fees) of any and every kind or character, known or unknown, fixed or contingent, lost work hours (at regular billing rates) and other out-of-pocket costs and expenses and lost time. 5.5 "Person" means any natural person, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, proprietorship, business or statutory trust, trust, union, association, instrumentality, governmental authority or other entity, enterprise, authority, or unincorporated entity.View More
Definitions. In addition to other terms defined throughout this Agreement, the following terms have the following meanings when used herein: 5.1 6.1 "Affiliate" means (x) any Person directly or indirectly controlling, controlled by or under common control with another Person, (y) any manager, director, officer, partner or employee of a Person, or (z) any spouse, spousal equivalent or other cohabitant occupying a relationship generally equivalent to that of a spouse, father, mother, brother, sister or descend...ant of a Person; a Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through ownership of voting securities, by contract, or otherwise. 180 GMGI; RKings and MintzSettlement Mark Weir Settlement and Mutual Release Agreement0 5.2 Agreement 1 6.2 "Binding Agreement Date" means the date that this Agreement has been signed by all Parties hereto and that a signed copy hereof has been delivered to each of the Parties hereto. 5.3 6.3 "Governing Documents" of an entity shall mean the (i) articles or certificate of incorporation or association, certificate of formation, articles of organization or certificate of limited partnership or similar instrument under which an entity is formed; and (ii) the other documents or agreements, including bylaws, partnership agreements of partnerships, operating agreements of limited liability companies, or similar documents, adopted by the entity to govern the formation and internal affairs of the entity. 5.4 6.4 "Loss" means all losses, damages, liabilities (including, without limitation, tax liabilities), claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney's and experts' fees) of any and every kind or character, known or unknown, fixed or contingent, lost work hours (at regular billing rates) and other out-of-pocket costs and expenses and lost time. 5.5 6.5 "Person" means any natural person, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, proprietorship, business or statutory trust, trust, union, association, instrumentality, governmental authority or other entity, enterprise, authority, or unincorporated entity. View More
Definitions. As used in this warrant, the following terms shall have the respective meanings set forth below or elsewhere in this Warrant as referred to below: "Change of Control" shall mean (x) the sale or transfer of fifty percent (50%) or more of the outstanding capital stock of the Company in a single transaction or series of related transactions to Persons who are not then stockholders of the Company, (y) the issuance of shares of Common Stock, or securities convertible into or exercisable for shares of... Common Stock, constituting fifty percent (50%) or more of the outstanding capital stock of the Company immediately after issuance, to Persons who were not holders of Common Stock, on an as converted basis, immediately prior to such issuance, or (z) the sale, license or other disposition of all or substantially all of the assets of the Company in a single transaction or series of related transactions to Persons who are not then stockholders of the Company. "Common Stock" shall mean the Company's Common Stock, $0.01 par value per share. "Exercise Date" shall have the meaning set forth in Section 2.2 hereof. "Exercise Price" shall mean the Initial Exercise Price as adjusted from time to time pursuant to the terms of this Warrant. "Fair Market Value" shall mean the fair market value per share of Common Stock, as determined in good faith by the Board of Directors of the Company, from time to time. Notwithstanding the forgoing, (i) in the event this Warrant is exercised in connection with a Change of Control, the Fair Market Value of the Common Stock shall be equal to the per share consideration paid for a share of Common Stock in such Change of Control transaction, and (ii) in the event that this Warrant is exercised in connection with an Initial Public Offering, the Fair Market Value of the Common Sock shall be equal to the price at which shares of Common Stock are sold in such offering. "Holder" shall mean, as applicable, (i) the Initial Warrant Holder, (ii) any successor of the Initial Warrant Holder or (iii) any other holder of record of this Warrant to whom this Warrant shall have been transferred in accordance with the provisions of Section 9 hereof. 2 "Initial Public Offering" shall mean the first sale of Common Stock by the Company pursuant to a public offering registered under the Securities Act. "Person" shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. "Property" shall have the meaning set forth in Section 4.2 hereof. "Securities Act" shall mean the Securities Act of 1933, as amended. "Stock" shall mean (i) the Common Stock and/or (ii) any class or series of capital stock of the Company (other than Common Stock) or any other Person or any other securities of the Company or any other Person that the Holder is entitled to receive, or receives, in lieu of or in addition to Common Stock, pursuant to Section 4 hereof upon exercise of this Warrant. "Warrant Shares" shall mean the Warrant Shares as adjusted from time to time pursuant to the terms of this Warrant. It is understood and agreed that, depending on the context in which the term "Warrant Shares" is used in this Warrant, such term is sometimes used to refer to (i) the Stock or other property (including cash) that has been issued upon a prior exercise of this Warrant, (ii) the Stock or other property (including cash) that is still subject to issuance upon exercise of this Warrant or (iii) the Stock or other property (including cash) referred to in both of the foregoing clauses (i) and (ii).View More
Definitions. As used in this warrant, the following terms shall have the respective meanings set forth below or elsewhere in this Warrant as referred to below: "Affiliate" shall have the meaning set forth in the Stockholders Agreement. "Change of Control" shall mean (x) (w) the sale or transfer of fifty percent (50%) or more of the outstanding capital stock of the Company in a single transaction or series of related transactions to Persons who are not then stockholders of the Company, (y) (x) the issuance of... shares of Common Stock, or securities convertible into or exercisable for shares of Common Stock, constituting fifty percent (50%) or more of the outstanding capital stock of the Company immediately after issuance, to Persons who were not holders of Common Stock, on an as converted basis, immediately prior to such issuance, or (z) (y) the sale, license or other disposition of all or substantially all of the assets of the Company in a single transaction or series of related transactions to Persons who are not then stockholders of the Company. Company, or (z) any exercise of the DNP Warrant (as defined below). "Common Stock" shall mean the Company's Common Stock, $0.01 par value per share. "DNP" shall mean Diversified Natural Products, Inc., a Delaware corporation. "DNP Warrant" shall mean the Amended and Restated Common Stock Purchase Warrant No. 6, dated as of the Initial Exercise Date, issued by the Company to DNP, pursuant to which, as of the Initial Exercise Date, DNP shall have the right to purchase five thousand six hundred ninety (5,690) shares of Common Stock, in accordance with the terms thereof. "Exercise Date" shall have the meaning set forth in Section 2.2 hereof. "Exercise Price" shall mean the Initial Exercise Price as adjusted from time to time pursuant to the terms of this Warrant. "Fair Market Value" shall mean the fair market value per share of Common Stock, as determined in good faith by the Board of Directors of the Company, from time to time. Notwithstanding the forgoing, (i) in the event this Warrant is exercised in connection with a Change of Control, the Fair Market Value of the Common Stock shall be equal to the per share consideration paid for a share of Common Stock in such Change of Control transaction, and (ii) in the event that this Warrant is exercised in connection with an Initial Public Offering, the Fair Market Value of the Common Sock shall be equal to the price at which shares of Common Stock are sold in such offering. "Holder" shall mean, as applicable, (i) the Initial Warrant Holder, (ii) any successor of the Initial Warrant Holder or (iii) any other holder of record of this Warrant to whom this Warrant shall have been transferred in accordance with the provisions of Section 9 hereof. 2 "Initial Public Offering" shall mean the first sale of Common Stock by the Company pursuant to a public offering registered under the Securities Act. "Person" shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. "Property" shall have the meaning set forth in Section 4.2 hereof. "Registration Rights Agreement" shall mean that certain Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Company and the stockholders of the Company party thereto (as amended, restated or otherwise modified, and including any successor agreement). "Securities Act" shall mean the Securities Act of 1933, as amended. "Stock" shall mean (i) the Common Stock and/or (ii) any class or series of capital stock of the Company (other than Common Stock) or any other Person or any other securities of the Company or any other Person that the Holder is entitled to receive, or receives, in lieu of or in addition to Common Stock, pursuant to Section 4 hereof upon exercise of this Warrant. 2 "Stockholder Agreement" shall mean that certain Amended and Restated Stockholder Agreement, dated as of the date hereof, by and among the Company and the stockholders of the Company party thereto (as amended, restated or otherwise modified, and including any successor agreement). "Warrant Shares" shall mean the Warrant Shares as adjusted from time to time pursuant to the terms of this Warrant. It is understood and agreed that, depending on the context in which the term "Warrant Shares" is used in this Warrant, such term is sometimes used to refer to (i) the Stock or other property (including cash) that has been issued upon a prior exercise of this Warrant, (ii) the Stock or other property (including cash) that is still subject to issuance upon exercise of this Warrant or (iii) the Stock or other property (including cash) referred to in both of the foregoing clauses (i) and (ii). View More
Definitions. (a) "Award" shall mean an award to which a Participant may be entitled under the Plan if the performance goals for a Performance Period are satisfied. An Award may be expressed as a fixed cash amount or pursuant to a formula that is consistent with the provisions of the Plan. (b) "Board" shall mean the Board of Directors of the Company. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended. (d) "Committee" shall mean the Management Development and Compensation Committee of the Boar...d or such other committee or subcommittee designated by the Board that satisfies any then applicable requirements of the principal national stock exchange on which the common stock of the Company is then traded to constitute a compensation committee. (e) "Company" shall mean Synchrony Financial, a Delaware corporation, and any successor thereto. (f) "EBITDA" shall mean earnings before interest, taxes, depreciation and amortization. (g) "Participant" shall mean an officer or other employee of the Company or any of its subsidiaries who is designated by the Committee or its delegate to participate in the Plan for a Performance Period, in accordance with Section 3. (h) "Performance Period" shall mean any period for which performance goals are established pursuant to Section 4. A Performance Period may be coincident with a fiscal year of the Company or a portion of any fiscal year of the Company. (i) "Plan" shall mean the Synchrony Financial Annual Incentive Plan as set forth herein, as it may be amended from time to time.View More
Definitions. (a) "Applicable Period" shall mean, with respect to any Performance Period, a period commencing on or before the first day of the Performance Period and ending not later than the earlier of (i) the 90th day after the commencement of the Performance Period and (ii) the date on which twenty-five percent (25%) of the Performance Period has been completed. Any action required to be taken within an Applicable Period may be taken at a later date if permissible under Section 162(m) of the Code or U.S. ...Treasury regulations promulgated thereunder. (b) "Award" shall mean an award to which a Participant may be entitled under the Plan if the performance goals for a Performance Period are satisfied. An Award may be expressed as a fixed cash amount or pursuant to a formula that is consistent with the provisions of the Plan. (b) (c) "Board" shall mean the Board of Directors of the Company. (c) (d) "Code" shall mean the Internal Revenue Code of 1986, as amended. (d) (e) "Committee" shall mean the Management Development and Compensation Committee of the Board, or, if such committee includes members of the Board that are not "outside directors" within the meaning of Section 162(m) of the Code, a subcommittee thereof that is comprised exclusively of members of the Board that are "outside directors" within the meaning of Section 162(m) of the Code, or such other committee or subcommittee designated by the Board that satisfies any then applicable requirements of the principal national stock exchange on which the common stock of the Company is then traded to constitute a compensation committee. (e) committee, and which consists of two or more members of the Board, each of whom is an "outside director" within the meaning of Section 162(m) of the Code. (f) "Company" shall mean Synchrony Financial, a Delaware corporation, and any successor thereto. (f) (g) "Covered Employee" shall mean any person who is a "covered employee" within the meaning of Section 162(m) of the Code or who, in the Committee's judgment, is likely to be a covered employee at any time during the applicable Performance Period or during any period in which an Award may be paid following a Performance Period. (h) "EBITDA" shall mean earnings before interest, taxes, depreciation and amortization. (g) (i) "Participant" shall mean an officer or other employee of the Company or any of its subsidiaries who is designated by the Committee or its delegate to participate in the Plan for a Performance Period, in accordance with Section 3. (h) (j) "Performance Period" shall mean any period for which performance goals are established pursuant to Section 4. A Performance Period may be coincident with a fiscal year of the Company or a portion of any fiscal year of the Company. (i) (k) "Plan" shall mean the Synchrony Financial Annual Incentive Plan as set forth herein, as it may be amended from time to time. View More
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company plans to file with the U.S. Securities and Exchange Commission under the Securities Act. 6 9. Miscellaneous. (a) Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective succe...ssors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement without the prior written consent of the other party hereto, other than assignments by the Purchaser to its affiliates (including, without limitation, one or more of its members). (b) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. (c) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a "pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. (d) Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word "including" in this Agreement shall be by way of example rather than by limitation. (e) Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York. (f) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.View More
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company plans to file with the U.S. Securities and Exchange Commission under the Securities Act. 6 9. Registration Statement. 11. Miscellaneous. (a) Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the ben...efit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement without the prior written consent of the other party hereto, other than assignments by the Purchaser to its affiliates (including, without limitation, one or more of its members). thereof. (b) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. (c) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a "pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. (d) Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word "including" in this Agreement shall be by way of example rather than by limitation. (e) Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York. York, without regard to the conflicts of laws principles thereof. (f) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. View More
Definitions. a) "M&A Transaction" shall mean any business combination through purchase, sale, or merger, in one or more transactions through the purchase of an organization's equity, or assets. If the foregoing correctly sets forth the understanding between Newbridge and the Company, please so indicate in the space provided below for that purpose within five (5) business days of the date hereof or this Agreement shall be withdrawn and become null and void. The undersigned parties hereto have caused this Agre...ement to be duly executed by their authorized representatives, pursuant to corporate board approval and intend to be legally bound. b) "Aggregate Consideration" shall mean only the total equity consideration, that is exchanged or received, or to be exchanged or received directly or indirectly by the Company or any of its security holders or subsidiaries or affiliates in connection with an M&A Transaction, including any amounts paid or received, or to be paid or received under any employment agreement (to the extent the amounts in the employment agreement exceed reasonable and customary compensation for actual services to be rendered), consulting agreement, covenant not to compete, earn-out or contingent payment right or similar arrangement, agreement or understanding, whether oral or written, associated with an M&A Transaction. Consideration paid or to be paid other than in cash shall be valued at fair market value, except that liabilities assumed, and notes issued will be valued at their face amount. The fair market value of consideration paid in securities for which there is a recognized trading market shall be based on the closing "offer" price of the securities on the day immediately preceding the closing of the M&A Transaction and shall be computed as if the securities were freely tradable. If the value of any portion of the consideration is not readily determinable as of the applicable closing, then the Company and Newbridge will determine a dollar equivalent by agreement before such closing based on the fair value as defined under US GAAP. Similarly, any amounts to be paid contingent upon future events shall be estimated on the same basis in a manner mutually agreeable to the Company and Newbridge, and that all amounts shall be deemed eligible and paid when the amount is payable or when the amount is released from escrow. Sincerely, Newbridge Securities Corporation By: Robert Abrams General Counsel & Chief Compliance Officer Managing Director, Investment Banking ACCEPTED AND AGREED: Brownie's Marine Group, Inc. By: Christopher Constable Chief Executive Officer EX-10.21 7 ex10-21.htm Exhibit 10.21 INVESTMENT BANKING ENGAGEMENT AGREEMENT August 6th, 2021 Christopher Constable Chief Executive Officer Brownie's Marine Group, Inc. 3001 NW 25th Avenue, Suite 1 Pompano Beach, FL 33069 Dear Mr. Constable: Newbridge Securities Corporation ("Newbridge") is pleased to provide non-exclusive Mergers & Acquisitions ("M&A") services to Brownie's Marine Group, Inc., a Florida corporation, (the "Company) with respect to identifying, analyzing, structuring, negotiating and consummating one or several M&A Transactions (as defined in Section 17 below) on the terms and conditions in this letter agreement (the "Agreement").View More
Definitions. a) "M&A Transaction" shall mean any business combination through purchase, sale, or merger, in merger,in one or more transactions through the purchase of an organization's equity, or assets. If the foregoing correctly sets forth the understanding between Newbridge and the Company, please so indicate in the space provided below for that purpose within five (5) business days of the date hereof or this Agreement shall be withdrawn and become null and void. The undersigned parties hereto have caused... this Agreement to be duly executed by their authorized representatives, pursuant to corporate board approval and intend to be legally bound. b) "Aggregate Consideration" shall mean only the total equity consideration, that is exchanged or received, or to be exchanged or received directly or indirectly by the Company or any of its security holders or subsidiaries or affiliates in connection with an M&A Transaction, including any amounts paid or received, or to be paid or received under any employment agreement (to the extent the amounts in the employment agreement exceed reasonable and customary compensation for actual services to be rendered), consulting agreement, covenant not to compete, earn-out or contingent payment right or similar arrangement, agreement or understanding, whether oral or written, associated with an M&A Transaction. Consideration paid or to be paid other than in cash shall be valued at fair market value, except that liabilities assumed, and notes issued will be valued at their face amount. The fair market value of consideration paid in securities for which there is a recognized trading market shall be based on the closing "offer" price of the securities on the day immediately preceding the closing of the M&A Transaction and shall be computed as if the securities were freely tradable. If the value of any portion of the consideration is not readily determinable as of the applicable closing, then the Company and Newbridge will determine a dollar equivalent by agreement before such closing based on the fair value as defined under US GAAP. Similarly, any amounts to be paid contingent upon future events shall be estimated on the same basis in a manner mutually agreeable to the Company and Newbridge, and that all amounts shall be deemed eligible and paid when the amount is payable or when the amount is released from escrow. If the foregoing correctly sets forth the understanding between Newbridge and the Company, please so indicate in the space provided below for that purpose within five (5) business days of the date hereof or this Agreement shall be withdrawn and become null and void. The undersigned parties hereto have caused this Agreement to be duly executed by their authorized representatives, pursuant to corporate board approval and intend to be legally bound. Sincerely, Newbridge Securities Corporation By: /s/ Robert Abrams Robert Abrams General Counsel & Chief Compliance Officer Managing Director, Investment Banking ACCEPTED AND AGREED: Brownie's Marine Group, Inc. SQL Technologies Corp. By: Christopher Constable /s/ John Campi John Campi Chief Executive Officer EX-10.21 7 ex10-21.htm EX-10.31 37 ex10-31.htm Exhibit 10.21 10.31 INVESTMENT BANKING ENGAGEMENT AGREEMENT August 6th, May 20th, 2021 Christopher Constable SQL Technologies Corp. John Campi | Chief Executive Officer Brownie's Marine Group, Inc. 3001 NW 25th Avenue, Suite 1 2855 West McNab Road Pompano Beach, FL 33069 Dear Mr. Constable: Campi: Newbridge Securities Corporation ("Newbridge") is pleased to provide non-exclusive Mergers & Acquisitions ("M&A") services to Brownie's Marine Group, Inc., SQL Technologies Corp., a Florida corporation, (the "Company) with respect to identifying, analyzing, structuring, negotiating and consummating one or several M&A Transactions (as defined in Section 17 below) on the terms and conditions in this letter agreement (the "Agreement"). View More
Definitions. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing with the date hereof and ending two (2) years after the date hereof. (b) "Exercise Price" shall mean $3.00 per share. (c) "Exercise Shares" shall mean the shares of the Company's common tock issuable upon exercise of this Warrant.
Definitions. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing with the date hereof and ending two three (2) years after the date hereof. (b) "Exercise Price" shall mean $3.00 $0.80 per share. (c) "Exercise Shares" shall mean the shares of the Company's common tock stock issuable upon exercise of this Warrant.
Definitions. The terms have the following meanings as used in this Agreement: (a) "Agreement" shall have the meaning set forth in the recitals. (b) "Building" means the building and other improvements to be constructed as part of the Project. (c) "Concept" means Ambulatory Surgery Centers meeting all state, federal, regulatory requirements and certificates for operations. (d) "Confidential Information" shall have the meaning set forth in Section 5 below. (e) "Developer" shall have the meaning set forth in th...e recitals. (f) "Developer's Fee" means a fixed fee equal to ten percent (10%) of the Total Development Costs. (g) "Effective Date" shall have the meaning set forth in the recitals. (h) "Landlord" means the landlord under the applicable Lease Agreement. (i) "Lease Agreement" shall have the meaning set forth in Section 3 below. (j) "Party" shall have the meaning set forth in the recitals. (k) "Project" means a real estate project for the acquisition, development, and development of real estate for use and operation as the Concept. (l) "Property" means real property that is the subject of the Project. (m) "Land Cost" means the gross purchase price paid by Landlord to acquire the Property. (n) "Qualified Project" means a Project that satisfies the following conditions (all as determined in the reasonable discretion of the Developer, and Tenant): i. Developer has entered into a valid and binding contract to purchase the Property. ii. All material approvals from the Tenant of the Concept have been obtained. iii. Developer has identified an investor to acquire the Property (the "Investor"). iv. The Investor has approved the Project. v. The Investor has secured financing with respect to the acquisition and development of the Property, including, but not limited to, a loan commitment or equity approval. (q) "Rent Factor" shall have the meaning set forth in Section 3(a) below. (r) "Representatives" shall have the meaning set forth in Section 6 below. (s) "Tenant" shall have the meaning set forth in the recitals. (t) "Total Development Costs" means all direct or indirect costs incurred in connection with the acquisition and development of the Property and construction of the Building with respect to a Qualified Project, including, without limitation, construction costs; architectural design, engineering design; legal and accounting fees; project management expenses; assessments; permits; utility and impact fees; soils investigations; environmental studies; appraisal fees; financing fees, interest and costs; travel; bond premiums and insurance; brokerage fees and all other costs that are typically incurred in construction or development. 2. "Qualified Projects. During the Term of this Agreement, Developer shall use commercially reasonable efforts to present Tenant with Qualified Projects. During the Term of this Agreement, Developer shall present Tenant with ten (10) Qualified Projects per year, Tenant is not required to accept a Qualified Project. Tenant shall enter into one hundred (100) Lease Agreements (the "Tenant Commitment") with an option for twenty-five (25) additional units with anticipated development costs to be approximately fourteen million dollars ($14,000,000) a unit (actual costs will vary based on individual projects) for a total initial commitment of approximately one billion four hundred million dollars ($1,400,000,000) with an option for an additional three hundred and fifty million dollars ($350,000,000); provided that each Lease Agreement relates to a Qualified Project. Developer has the exclusive rights to develop single tenant HSH Surgical Ambulatory Surgery Center units on a nationwide basis for Tenant. Tenant shall not be precluded from reviewing or contracting with other individual properties or developers to develop Projects and Concept. Tenant has exclusive right to be presented with Developer's Projects suitable for Concept development. Developer shall not offer or contract with any other individual, entity, tenants, or parties to present or develop Concepts or Projects in competition with single site or multi-site locations of Tenant or HSMG.View More
Definitions. The terms have the following meanings as used in this Agreement: (a) "Agreement" shall have the meaning set forth in the recitals. (b) "Area Development Agreement" means the development regions dedicated by American Development Partners. (c) "Building" means the building and other improvements to be constructed as part of the Project. (c) (d) "Concept" means Ambulatory Surgery Centers meeting all state, federal, regulatory requirements Health & Wellness products and certificates for operations. ...(d) CBD Lounge, and or other medical wellness concept (e) "Confidential Information" shall have the meaning set forth in Section 5 below. (e) (f) "Developer" shall have the meaning set forth in the recitals. (f) (g) "Developer's Fee" means a fixed overhead fee equal to ten percent (10%) of the Total Development Costs. (g) (h) "Effective Date" shall have the meaning set forth in the recitals. (h) (i) "Franchisor" means the franchisor of the Concept. (j) "Landlord" means the landlord under the applicable Lease Agreement. (i) (k) "Lease Agreement" shall have the meaning set forth in Section 3 below. (j) 1 (l) "Party" shall have the meaning set forth in the recitals. (k) (m) "Project" means a real estate project for the acquisition, development, development and development of real estate for use and operation as the Concept. (l) (n) "Property" means real property that is the subject of the Project. (m) (o) "Land Cost" means the gross purchase price paid by Landlord to acquire the Property. (n) (p) "Qualified Project" means a Project that satisfies the following conditions (all as determined in the reasonable discretion of the Developer, Franchisor and Tenant): i. Developer has entered into a valid and binding contract to purchase the Property. ii. All material approvals from the Tenant Franchisor of the Concept have been obtained. obtained including as Guarantor of the Lease Agreements for the Qualified Project. iii. Developer has identified an investor to acquire the Property (the "Investor"). iv. The Investor has approved the Project. v. The Investor has secured financing with respect to the acquisition and development of the Property, including, but not limited to, a loan commitment or equity approval. vi. Tenant has obtained Board of Director's approval to move forward with the Qualified Project. (q) "Rent Factor" shall have the meaning set forth in Section 3(a) below. (r) "Representatives" shall have the meaning set forth in Section 6 below. (s) "Tenant" shall have the meaning set forth in the recitals. (t) "Total Development Costs" means all direct or indirect costs incurred in connection with the acquisition and development of the Property and construction of the Building with respect to a Qualified Project, including, without limitation, construction costs; architectural design, engineering design; legal and accounting fees; project management expenses; assessments; permits; utility and impact fees; soils investigations; environmental studies; appraisal fees; financing fees, interest and costs; travel; bond premiums and insurance; brokerage fees and all other costs that are typically incurred in construction or development. (u) "Tenant" shall have the meaning set forth in the recitals. (v) "Exclusive developer" means the sole developer and equity source to develop Health & Wellness products and CBD Lounge, and or other medical wellness concept Units for tenant 2 "Qualified 2. Qualified Projects. During the Term of this Agreement, Developer shall use commercially reasonable efforts to present Tenant with Qualified Projects. During the Term of this Agreement, Developer shall present Agreement: (a) Tenant with ten (10) Qualified Projects per year, Tenant is not required to accept a Qualified Project. Tenant shall may enter into one hundred (100) fifty (50) Lease Agreements (the "Tenant Commitment") with an option for twenty-five (25) one hundred (50) additional units with anticipated development costs to be approximately fourteen million dollars ($14,000,000) a $4,000,000.00 per unit (actual costs will vary based on individual projects) for a total initial commitment of approximately one billion four hundred million dollars ($1,400,000,000) with an $200,000,000.00 and option for an additional three hundred and fifty million dollars ($350,000,000); provided $200,000,000.00 Provided that each Lease Agreement relates to a Qualified Project. Developer has the exclusive development rights to develop single tenant HSH Surgical Ambulatory Surgery Center units on a nationwide basis Health & Wellness products and CBD Lounge and or other medical wellness concepts to be developed nationally for Tenant. Tenant shall not be precluded from reviewing or contracting with other individual properties or developers to develop Projects and Concept. tenant. Tenant has the exclusive operator and tenant rights to operate any new single tenant Health & Wellness products and CBD Lounge, and or other medical wellness concept nationally for developer. Tenant and or associated company reserves the right but not the obligation to be presented with Developer's Projects suitable directly fund the capital and or participate in the capital for Concept development. Developer shall not offer or contract with any other individual, entity, tenants, or parties real estate to present or develop Concepts or Projects in competition with single site or multi-site locations of Tenant or HSMG. developer. View More
Definitions. Capitalized terms used herein and not otherwise defined herein, shall have the meanings ascribed to such terms in the Lease. Unless the context clearly indicates otherwise, all references to the "Lease" in the Lease shall be deemed to refer to the Lease as amended thereby and hereby.
Definitions. Capitalized terms used herein and not otherwise defined herein, herein shall have the meanings ascribed to such terms in the Lease. Unless the context clearly indicates otherwise, all references to the "Lease" in the Lease and in this Second Amendment shall hereinafter be deemed to refer to the Lease Lease, as amended thereby and hereby.
