Definitions Contract Clauses (26,161)

Definitions. (a) As used in this Agreement, the following terms shall have the following meaning: (i) "Subscription Date" means the date of this Agreement. (ii) "Investor" has the meaning set forth in the preamble to this Agreement. (iii) "Register," "registered" and "registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering s...ecurities on a delayed or continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the "SEC"). (iv) "Registered Securities" will have the same meaning as set forth in the Purchase Agreement. (v) "Registration Statement" means the Company's registration statement on Form S-1, or any similar registration statement of the Company filed with SEC under the Securities Act with respect to the Registered Securities. (vi) "EDGAR" means the SEC's Electronic Data Gathering, Analysis and Retrieval System. (vii) "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect. (b) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. View More

Definitions. As used in this Plan, the following words and phrases shall have the meanings indicated: (a) "Award" shall mean any Bonus or Option issued pursuant to the Plan. (b) "Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee. In the even...t that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control. (c) "Board" shall mean the Board of Directors of the Corporation. (d) "Bonus" means any Common Stock bonus issued pursuant to the Plan. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. (f) "Committee" shall mean any Committee appointed by the Board to administer the Plan, if one has been appointed. If no Committee has been appointed, the term "Committee" shall mean the Board. (g) "Common Stock" shall mean the Corporation's $.0000053 par value common stock. 1 (h) "Disability" shall mean a Recipient's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. If the Recipient has a disability insurance policy, the term "Disability" shall be as defined therein. (i) "Fair Market Value" per share as of a particular date shall mean the last sale price of the Corporation's Common Stock as reported on a national securities exchange, or if not listed on a national securities exchange, then the closing price of the Corporation's Common Stock as so reported on the over-the-counter markets on the day of determination, or, if such quotations are unavailable, the value determined by the Committee in accordance with its discretion in making a bona fide, good faith determination of fair market value. Fair Market Value shall be determined without regard to any restriction other than a restriction which, by its terms, never will lapse. In the case of Awards granted at a time when the Corporation does not have a registration statement in effect relating to the shares issuable hereunder, the value at which the Bonus shares are issued may be determined by the Committee at a reasonable discount from Fair Market Value to reflect the restricted nature of the shares to be issued and the inability of the Recipient to sell those shares promptly. (j) "Recipient" means any person granted an Option or awarded a Bonus pursuant to the Plan. View More

Definitions. Certain capitalized terms used herein shall have the meanings set forth in this Section 1. "Borrower" has the meaning set forth in the introductory paragraph. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by Law to close. "Collateral" has the meaning set forth in the Pledge Agreement. "Default" means any of the events specified in Section 8 which constitutes an Event of Default or which, upon the ...giving of notice, the lapse of time, or both pursuant to Section 8 would, unless cured or waived, become an Event of Default. "Event of Default" has the meaning set forth in Section 8. "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. "Indebtedness" of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; and (d) obligations as lessee under capital leases. "Law" as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its assets or properties or to which such Person or any of its assets or properties 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. "Loan Date" has the meaning set forth in the introductory paragraph. "Material Adverse Effect" means a material adverse effect on (a) the business, assets, properties, prospects, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower; (b) the validity or enforceability of the Note or Pledge Agreement; (c) the perfection or priority of any Lien purported to be created under the Pledge Agreement; (d) the rights or remedies of the Noteholder hereunder or under the Pledge Agreement; or (e) the Borrower's ability to perform any of its material obligations hereunder or under the Pledge Agreement. "Maturity Date" means December 1, 2016, as may be extended pursuant to Section 11 of this Note. "Note" has the meaning set forth in the introductory paragraph. "Noteholder" has the meaning set forth in the introductory paragraph. "Order" as to any Person, means any 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 on such Person or any of its assets or properties or to which such Person or any of its assets or properties is subject. "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. "Pledge Agreement" means the Pledge Agreement, dated as of the date hereof, by and between the Borrower and Noteholder, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms. View More

Definitions. All terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

Definitions. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein. Section 19 sets forth meanings for certain of the capitalized terms used in this Agreement.

Definitions. As used in this Note, the following capitalized terms have the following meanings: (a) the "Company" includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of the Company under this Note. (b) "Event of Default" has the meaning given in Section 4 hereof. (c) "Investor" shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note. (d) "Majority in ...Interest" shall mean, more than 65% of the aggregate outstanding principal amount of the Notes issued pursuant to the Agreement. (e) "Material Adverse Effect" shall mean a material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of the Company; (b) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note and the other Transaction Documents and to avoid an Event of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default, under any Transaction Document; or (c) the rights and remedies of Investor under this Note, the other Transaction Documents or any related document, instrument or agreement through no fault of the Company. (f) "Agreement" has the meaning given in the introductory paragraph hereof. (g) "Obligations" shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note, the Agreement and the other Transaction Documents, including, all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq. ), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding. (h) "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority. (i) "Securities Act" shall mean the Securities Act of 1933, as amended. (j) "Transaction Documents" shall mean this Note, each of the other Notes issued under the Agreement and the Agreement. View More

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in ...this Agreement shall have the meaning ascribed to it in this Agreement. "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act") . 1 "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Cash Investment" shall mean the funds received from a Purchaser for its subscription of Common Units . Cash Investment shall not include any interest or other earnings thereon. "Cash Investment Instrument" shall mean a check made payable to "Branch Banking and Trust Company, as escrow agent for Energy 11" representing a Purchaser's subscription proceeds for Common Units. "Closing" shall mean the closing conducted by the Company and the Dealer Manager with respect to the sale of the Minimum Amount (as defined below) of Common Units . "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this Agreement. "Joint Written Direction" shall mean a written direction executed and delivered by the Company and the Dealer Manager, directing the Escrow Agent to disburse all or a portion of the Escrow Funds or otherwise directing any party hereto to take or refrain from taking an action pursuant to this Agreement. Any Joint Written Direction relating to a disbursement of Escrow Funds shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion (i) that the Company has received and accepted subscription agreements (and the accompanying payments have been deposited in the Escrow Funds and have cleared) equal to the Minimum Amount and (ii) its instructions as to the payment of the subscription proceeds. Each Joint Written Direction shall be accompanied by the documents set forth in Schedule B hereto. "Minimum Amount" shall mean $25 million, representing the sale of 1,315,790 Common Units. "Subscription Accounting" shall mean an accounting for all subscriptions for Common Units received and accepted by the Company as of the date of such accounting, indicating for each subscription the Purchaser's name, social security number and current address, the number and total purchase price of the subscribed Common Units, the date of receipt by the Dealer Manager of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any other information required for withholding purposes, any withdrawal of such subscription by the Purchaser, any rejection of such subscription by the Company, or other termination, for whatever reason, of such subscription. 2 "Termination Date" shall mean the date on which the Minimum Amount of Common Units have been sold or December ___, 2016, whichever event occurs first . View More

Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated: "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. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Rule 158," "Rule 163," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424" and "Rule 433" refer to such rules un...der the Act. View More

Definitions. As used herein, the following terms shall have the corresponding meanings: 2.1. "Committee" shall mean the Board of Directors of the Corporation, or a duly constituted committee of the Board consisting of three or more members, at least a majority of which shall be "Non-Employee Directors" as such term is used in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2.2 "Common Stock" shall mean the common stock, par value $1.00 per share, of the Corp...oration. 2.3. "Date of Grant" shall mean the date of grant of a Stock Option granted hereunder as set forth in the Stock Option Agreement. In the event of a grant conditioned, among other things, upon stockholder ratification of this Plan, the date of such conditional grant shall be the Date of Grant for purposes of this Plan. 2.4. "Non-Employee Director" shall mean a person that is an elected or appointed member of the board of directors of a corporation, who is not a common-law employee of the corporation. The determination of whether or not a person is a Non-Employee of the Corporation with respect to the grant or exercise of a Stock Option shall be made in accordance with the rule of Income Tax Regulation Section 1.421-7(h) (or successor regulation). 2.5. "Fair Market Value" shall mean, with respect to the exercise of an option under the Plan, (a) if the Common Stock is listed on a national securities exchange or the NASDAQ Global Market, the closing price of the Common Stock for the business day immediately preceding the day of the Date of Grant, or (b) if the Common Stock is not then listed on an exchange, the average of the closing bid and asked prices per share for the Common Stock in the over-the-counter market as quoted on NASDAQ for the business day of the Date of Grant, or (c) if the Common Stock is not then listed on any exchange or quoted on NASDAQ, an amount determined in good faith by the Committee to be the fair market value of the Common Stock, after consideration of all relevant factors. 2.6 "Nonqualified Stock Option" shall mean a Stock Option which is not intended to qualify for tax treatment as an "incentive stock option" under Section 422 of the Code. 2.7. "Option Exercise Price" shall mean the price paid for Shares upon the exercise of a Stock Option granted hereunder. 2.8. "Optionee" shall mean any person entitled to exercise a Stock Option pursuant to the terms of the Plan. 1 2.9. "Stock Option" shall mean a stock option giving an Optionee the right to purchase shares of the Corporation's Common Stock. Stock Options granted under the Plan shall be Nonqualified Stock Options. View More

Definitions. 1.1 Definitions. "Issue Date" means the issue date stated above. "Maturity Date" shall mean March 31, 2021. "Note" means this Convertible Note, as amended, modified or restated. "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof. "Securities Act" means the United States Securities Act of 1933, as amended.