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. APPOINTMENT 9 3. DUTIES OF THE ADVISOR 9 4. AUTHORITY OF ADVISOR 12 5. NO PARTNERSHIP OR JOINT VENTURE 12 6. BANK ACCOUNTS 12 7. RECORDS; ACCESS 12 8. LIMITATIONS ON ACTIVITIES 12 9. FEES 13 10. EXPENSES 15 11. OTHER SERVICES 17 12. REIMBURSEMENT TO THE ADVISOR 17 13. OTHER ACTIVITIES OF THE ADVISOR 17 14. TERM; RENEWAL; TERMINATION WITHOUT CAUSE 18 15. TERMINATION FOR CAUSE 20 16. ASSIGNMENTS 20 17. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION 21 18. NON-SOLICITATION 21 19. INCORPORATION ...OF THE ARTICLES OF INCORPORATION AND THE OPERATING PARTNERSHIP AGREEMENT 21 20. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP 22 21. INDEMNIFICATION BY ADVISOR 23 22. ADVISOR INVESTMENT COMMITMENT 23 23. NOTICES 24 i 24. MODIFICATION 24 25. SEVERABILITY 24 26. GOVERNING LAW 25 27. ENTIRE AGREEMENT 25 28. NO WAIVER 25 29. PRONOUNS AND PLURALS 25 30. HEADINGS 25 31. EXECUTION IN COUNTERPARTS 25 ii AMENDED AND RESTATED ADVISORY AGREEMENT THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this "Agreement") dated as of January [•], 2018 (the "Effective Date"), is entered into among Benefit Street Partners Realty Trust, Inc., a Maryland corporation (the "Company"), Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and Benefit Street Partners L.L.C., a Delaware limited liability company (the "Advisor"). WITNESSETH WHEREAS, the Company is a Maryland corporation organized in accordance with Maryland General Corporation Law and intends to qualify as a REIT; WHEREAS, the Company is the general partner of the Operating Partnership; WHEREAS, the Company, the Operating Partnership and the Advisor are parties to that certain Advisory Agreement, dated as of September 29, 2016 (the "Prior Agreement"), and now desire to amend and restate such Advisory Agreement; WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor (as defined below) and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Board of Directors, all as provided herein; and WHEREAS, the Advisor is willing to render such services, subject to the supervision of the Board of Directors, on the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows.View More
Definitions. APPOINTMENT 9 6 3. DUTIES OF THE ADVISOR 9 7 4. AUTHORITY OF ADVISOR 12 8 5. FIDUCIARY RELATIONSHIP 9 6. NO PARTNERSHIP OR JOINT VENTURE 12 6. 9 7. BANK ACCOUNTS 12 7. 9 8. RECORDS; ACCESS 12 8. 9 9. LIMITATIONS ON ACTIVITIES 9 10. FEES 9 11. EXPENSES 11 12. 9. FEES 13 10. EXPENSES 15 11. OTHER SERVICES 17 12. 13 13. REIMBURSEMENT TO THE ADVISOR 17 13 14. OTHER ACTIVITIES OF THE ADVISOR 13 15. TERM OF AGREEMENT 13 16. TERMINATION BY THE PARTIES 13 17. ASSIGNMENT TO AN AFFILIATE 14 TERM; RENEWAL;... TERMINATION WITHOUT CAUSE 18. 15. TERMINATION FOR CAUSE 20 16. ASSIGNMENTS 20 17. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION 21 18. 14 19. NON-SOLICITATION 21 19. 14 20. INCORPORATION OF THE ARTICLES OF INCORPORATION AND THE OPERATING PARTNERSHIP AGREEMENT 14 21. 20. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP 14 22. 21. INDEMNIFICATION BY ADVISOR 23 22. ADVISOR INVESTMENT COMMITMENT 23 15 23. NOTICES 24 i 16 24. MODIFICATION 24 16 25. SEVERABILITY 24 16 26. GOVERNING LAW 25 17 27. ENTIRE AGREEMENT 25 17 28. NO WAIVER 25 17 29. PRONOUNS AND PLURALS 25 17 30. HEADINGS 25 17 31. EXECUTION IN COUNTERPARTS 25 ii AMENDED AND RESTATED 17 i ADVISORY AGREEMENT THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this "Agreement") dated as of January [•], 2018 (the "Effective Date"), September 29, 2016, is entered into among Benefit Street Partners Realty Finance Trust, Inc., a Maryland corporation (the "Company"), Benefit Street Partners Realty Finance Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and Benefit Street Partners L.L.C., a Delaware limited liability company (the "Advisor"). WITNESSETH WHEREAS, the Company is a Maryland corporation organized in accordance with Maryland General Corporation Law and intends to qualify as a REIT; WHEREAS, the Company is the general partner of the Operating Partnership; WHEREAS, the Company, the Operating Partnership and the Advisor are parties to that certain Advisory Agreement, dated as of September 29, 2016 (the "Prior Agreement"), and now desire to amend and restate such Advisory Agreement; WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor (as defined below) and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Board of Directors, all as provided herein; and WHEREAS, the Advisor is willing to render such services, subject to the supervision of the Board of Directors, on the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows. View More
Definitions. (a) "Board" means the Board of Directors of the Company. (b) " Change in Control" means a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the Company's assets, each as determined in accordance with Section 409A of the Code. (c) "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated pursuant thereto. (d) "Common Shares" means units equivalent in value and dividend rig...hts to Common Shares, $1.00 par value, of the Company. (e) "Company" means The Progressive Corporation. (f) "Deferred Account" means the account established by the Company for each Director who elects to defer the Fees payable to him as a Director. (g) "Director" means any director of the Company who is not an employee of the Company. (h) "Election Agreement" means the written election to defer Fees signed by the Director and in the form provided by the Chief Financial Officer of the Company. (i) "Fees" means any fees payable in cash to a Director by reason of his or her serving on the Board and includes both "Retainer Fees" and "Meeting and Service Fees." "Retainer Fees" means those Fees which are payable in cash to a Director by reason of his or her serving on the Board (without regard to attendance at meetings). "Meeting and Service Fees" means those Fees which are payable in cash to a Director (i) by reason of his or her attendance at meetings of the Board or any committee thereof, or (ii) for participation in meetings of the Company's management, or other Board-related activities, for which such Director is entitled to receive compensation, as determined in the sole discretion of the Chairman of the Board. (j) "Market Price" means the average of the high and low price at which a share of the Company's Common Stock, $1.00 par value, is traded on the NYSE on a given date. (k) "Member" means any Director who has at any time deferred the receipt of Fees in accordance with this Plan. (l) "Plan" means The Progressive Corporation Directors Deferral Plan (2008 Amendment and Restatement), as set forth herein and as it may be amended from time to time. (m) "Term" means the duration of the term for which a Director is elected. (n) "Year" means the calendar year. (o) Whenever appropriate, words used herein in the singular may be read as the plural and the plural may be read as the singular. (p) Masculine pronouns used herein shall be deemed to refer to both women and men.View More
Definitions. (a) "Board" means the Board of Directors of the Company. (b) " Change in Control" means a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the Company's assets, each as determined in accordance with Section 409A of the Code. (c) "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated pursuant thereto. (d) "Common Shares" means units equivalent in value and dividend rig...hts to Common Shares, $1.00 par value, of the Company. (e) "Company" means The Progressive Corporation. (f) "Deferred Account" means the account established by the Company for each Director who elects to defer the Fees payable to him as a Director. (g) "Director" means any director of the Company who is not an employee of the Company. (h) "Election Agreement" means the written election to defer Fees signed by the Director and in the form provided by the Chief Financial Officer of the Company. (i) "Fees" means any fees payable in cash to a Director by reason of his or her serving on the Board and includes both "Retainer Fees" and "Meeting and Service Fees." "Retainer Fees" means those Fees which are payable in cash to a Director by reason of his or her serving on the Board (without regard to attendance at meetings). "Meeting and Service Fees" means those Fees which are payable in cash to a Director (i) by reason of his or her attendance at meetings of the Board or any committee thereof, or (ii) for participation in meetings of the Company's management, or other Board-related activities, for which such Director is entitled to receive compensation, as determined in the sole discretion of the Chairman of the Board. (j) "Market Price" means the average of the high and low price at which a share of the Company's Common Stock, $1.00 par value, is traded on the NYSE on a given date. (k) "Member" means any Director who has at any time deferred the receipt of Fees in accordance with this Plan. (l) "Plan" means The Progressive Corporation Directors Deferral Plan (2008 Amendment and Restatement), as set forth herein and as it may be amended from time to time. (m) "Term" means the duration of the term for which a Director is elected. (n) "Year" means the calendar year. (o) Whenever appropriate, words used herein in the singular may be read as the plural and the plural may be read as the singular. (p) Masculine pronouns used herein shall be deemed to refer to both women and men. 3. Election to Defer Fees. (a) Eligibility. A Director may elect to defer receipt of all or a portion of his Fees for any Year in accordance with Paragraph 3(b) hereof. (b) Time of Election. A Director desiring to defer all or a portion of his Fees for the upcoming Year must submit an Election Agreement to the Chief Financial Officer of the Company no later than the last day of the Year prior to the Year for which the election is to be effective. Any Director who was not a Director during the previous Year may make an election to defer all or a portion of the Fees for the Year in which the Director is elected to the Board by delivering an Election Agreement to the Chief Financial Officer of the Company within thirty (30) days of such election to the Board. A Director fulfilling the above requirements shall be considered a "Member" for purposes of this Plan. (c) Duration and Nature of Election. Subject to the following sentence, a Member's election to defer Fees shall continue in effect from Year to Year unless modified or revoked by the Member through written notice to the Chief Financial Officer of the Company prior to the beginning of the Year for which the revocation or modification is to apply. Modifications or revocations shall not apply retroactively, and once a Member has made, or is deemed to have made, an election to defer all or a portion of his Fees for a given Year, such election may not be modified or revoked. View More
Definitions. (a) "Cause" shall mean (A) if the Employee is a party to an employment, severance (or similar) agreement with the Company or any employing subsidiary of the Company that defines the word "cause" (or similar term), then Cause for purposes of this Agreement shall have the meaning ascribed to it under that agreement; and (B) if there is no such agreement or definition, Cause shall mean (1) any fraud, misappropriation or embezzlement by Employee in connection with or affecting the business of the Co...mpany or its affiliates, (2) any conviction of (including any plea of guilty or no contest to) a felony or a gross misdemeanor by Employee, (3) any gross neglect or persistent neglect by Employee to perform the duties assigned to Employee or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company, (4) any material violation of the Company's written policies, procedures or codes of conduct by Employee or (5) if the Employee has a severance or employment agreement with the Company, a material breach of the duties, cooperation, non-compete, non-solicitation, non-disparagement or confidentiality provisions of such agreement. (b) "Disability" shall mean any physical or mental condition which would qualify Employee for a disability benefit under any long-term disability plan then maintained by the Company or the employing subsidiary. (c) "Retirement" shall mean the Employee's voluntary termination of his or her employment relationship with the Company on a date upon which the sum of Employee's age and number of years of employment with the Company equals or exceeds sixty-five (65) years.View More
Definitions. (a) "Cause" shall mean (A) if the Employee is a party to an employment, severance (or similar) agreement with the Company or any employing subsidiary of the Company that defines the word "cause" (or similar term), then Cause for purposes of this Agreement shall have the meaning ascribed to it under that agreement; and (B) if there is no such agreement or definition, Cause shall mean (1) any fraud, misappropriation or embezzlement by Employee in connection with or affecting the business of the Co...mpany or its affiliates, (2) any conviction of (including any plea of guilty or no contest to) a felony or a gross misdemeanor by Employee, (3) any gross neglect or persistent neglect by Employee to perform the duties assigned to Employee or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company, or (4) any material violation of the Company's written policies, procedures or codes of conduct by Employee; provided that, in connection with clauses (3) and (4), Employee shall first have received a written notice from the Company's Chief Executive Officer or (5) if the Board that summarizes and reasonably describes the manner in which Employee has grossly or persistently neglected his or her duties, engaged in an act reasonably expected to cause substantial injury, or materially violated a severance Company policy, procedure or employment agreement with code of conduct (the "Event") and, to the Company, a material breach extent the Event is capable of being cured, Employee shall have fourteen (14) calendar days from the date notice of the duties, cooperation, non-compete, non-solicitation, non-disparagement Event is delivered to Employee (via electronic mail, regular mail, in person or confidentiality provisions otherwise) to cure the same, but the Company is not required to give written notice of, nor shall Employee have a period to cure the same or any similar failure, which was the subject of such agreement. an earlier written notice to Employee under this provision. (b) "Disability" shall mean any physical or mental condition which would qualify Employee for a disability benefit under any long-term disability plan then maintained by the Company or the employing subsidiary. (c) "Retirement" shall mean the Employee's voluntary termination of his or her employment relationship with the Company on a date upon which the sum of Employee's age and number of years of employment with the Company equals or exceeds sixty-five (65) years. View More
Definitions. (a) Additional Definitions. As used herein, the term "Amendment No. 2" shall mean Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of March 14, 2018, by and among Administrative Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, and the Credit Agreement and the other Loan Documents shall be deemed and are hereby amended to include, in addition and not in limitation..., such definition. (b) Interpretation. For purposes of this Amendment, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment.View More
Definitions. (a) Additional Definitions. As used herein, the term "Amendment No. 2" 1" shall mean Amendment No. 2 1 to Second Amended and Restated Credit Agreement, dated as of March 14, 2018, January 25, 2017, by and among Administrative Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, and the Credit Agreement and the other Loan Documents shall be deemed and are hereby amended to include, in additio...n and not in limitation, such definition. (b) Interpretation. For purposes of this Amendment, Amendment No. 1, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment. Amendment No. 1. View More
Definitions. (a) "Disability" shall mean the Participant's inability to perform his duties to the Company or a Company Affiliate on account of mental or physical disability lasting continuously for a period of 90 days or more as determined by the Committee in its sole discretion, and Participant agrees by accepting an Award to provide the Committee with the necessary information to make such a determination. (b) "Performance Goals" means those measures as described in Section 3(a) hereof. (c) "Performance Pe...riod" is the 36-month period commencing on January 1, 2017 and ending on December 31, 2019. Within the Performance Period are three periods that for convenience are referred to as "calendar years": (i) January 1, 2017 (date of Plan adoption) to December 31, 2017 6 (ii) January 1, 2018 to December 31, 2018 (iii) January 1, 2019 to December 31, 2019 (d) "Peer Group" means the Russell 2000 Index as in effect on applicable measurement periods during the Performance Period. (e) "Performance Unit" represents the right of a Participant under this Plan to receive a cash amount for each Performance Unit awarded when such Performance Unit becomes vested and payable valued in accordance with Section 3 hereof.View More
Definitions. (a) "Disability" shall mean the Participant's inability to perform his duties to the Company or a Company Affiliate on account of mental or physical disability lasting continuously for a period of 90 days or more as determined by the Committee in its sole discretion, and Participant agrees by accepting an Award to provide the Committee with the necessary information to make such a determination. (b) "Performance Goals" means those measures as described in Section 3(a) hereof. (c) "Performance Pe...riod" is the 36-month period commencing on January 1, 2017 2016 and ending on December 31, 2019. 2018. Within the Performance Period are three periods that for convenience are referred to as "calendar years": (i) January 1, 2017 2016 (date of Plan adoption) to December 31, 2016 (ii) January 1, 2017 6 (ii) to December 31, 2017 12 (iii) January 1, 2018 to December 31, 2018 (iii) January 1, 2019 to December 31, 2019 (d) "Peer Group" means the Russell 2000 Index as in effect on applicable measurement periods during the Performance Period. (e) "Performance Unit" represents the right of a Participant under this Plan to receive a cash amount for each Performance Unit awarded when such Performance Unit becomes vested and payable valued in accordance with Section 3 hereof. View More
Definitions. (a) "Change of Control" shall mean (x) the acquisition of the Company by means of any transaction or series of related transactions (including, without limitation, any stock purchase transaction, merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding (i) any transaction effected solely for the purpose of changing th...e Company's jurisdiction of incorporation and (ii) the sale by the Company of shares of its capital stock to investors in bona fide equity financing transactions or in an IPO (as defined in the Company's Fourth Amended and Restated Certificate of Incorporation, as amended from time to time), unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the surviving or acquiring entity or its direct or indirect parent entity are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions and (y) a sale of all or substantially all of the assets of the Company in a single transaction or series of related transactions. (b) "Common Stock" shall mean the Company's common stock, $0.001 par value per share. (c) "IPO" shall mean the Company's first firm commitment underwritten public offering of its Common Stock or other securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering the offer and sale of Common Stock to the public with aggregate net proceeds to the Corporation of at least $20,000,000 and an offering price of at least $9.3887 per share (as adjusted to reflect any stock dividend, stock split, combination, recapitalization and other similar event with respect to each such share). (d) "Preferred Stock" shall mean the Series B Preferred Stock, par value $0.001 per share, of the Company and any other stock into or for which the Series B Preferred Stock may be converted or exchanged, and upon and after the occurrence of an event which results in the automatic or voluntary conversion, redemption or retirement of all (but not less than all) of the outstanding shares of such Preferred Stock, including without limitation, the consummation of an IPO in which such conversion occurs, then from and after the date upon which such outstanding shares are so converted, redeemed or retired, "Preferred Stock" shall mean such Common Stock. (e) "Securities" shall mean this Warrant and the Shares issuable upon exercise of this Warrant. (f) "Shares" shall mean shares of Preferred Stock.View More
Definitions. (a) "Change of Control" shall mean (x) the acquisition of the Company by means of any transaction or series of related transactions (including, transactions, including, without limitation, any stock purchase transaction, merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding (i) any transaction effected solely for t...he purpose of changing the Company's jurisdiction of incorporation and (ii) the sale by the Company of shares of its capital stock to investors in bona fide equity financing transactions or in an IPO (as defined in the Company's Fourth Amended and Restated Certificate of Incorporation, as amended from time to time), below), unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the surviving or acquiring entity or its direct or indirect parent entity are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions and (y) a sale of all or substantially all of the assets of the Company in a single transaction or series of related transactions. The Company shall provide notice to the Holder at least ten (10) days prior to the closing of a Change of Control. (b) "Common Stock" shall mean the Company's common stock, $0.001 par value per share. (c) "Exercise Event" means the earliest to occur of a Change in Control, IPO or Regulation A Offering. (d) "Exercise Price" means $5.2605, subject to adjustment as set forth in Section 11. (e) "Expiration Date" means the earliest to occur of (i) the close of business on June 30, 2021, (ii) the date on which the first Change of Control (as defined below) (or the "effective time" if such a time is specified in connection with the transaction constituting such Change of Control), (iii) the date that is 360 days following the closing of an IPO (as defined below) (or the "effective time" if such a time is specified in connection with the IPO), or (iv) the date that is 360 days following the date on which the Company's Common Stock is Listed for Trading. (f) "IPO" shall mean the Company's first firm commitment underwritten public offering of its Common Stock or other securities pursuant to an effective registration statement on Form S-1 (or a successor form) under the Securities Act of 1933, as amended (the "Securities Act"), covering the offer and sale of Common Stock; or the listing of the Company's Common Stock to for trading on (A) any tier of any U.S. national securities exchange (e.g., NYSE, NYSE MKT, or Nasdaq Global Select, Global or Capital Markets, as each of the public with aggregate net proceeds to same may hereafter be designated), or (B) any other exchange, trading platform or quotation system, including the Corporation of at least $20,000,000 and an offering price of at least $9.3887 per share (as adjusted to reflect any AIM (a market operated by the London Stock Exchange in the United Kingdom), foreign stock dividend, stock split, combination, recapitalization and other similar event with respect to exchanges (e.g. TSX), or over-the-counter markets, that in each such share). (d) case, the Board of Directors of the Company, in its discretion, believes would be expected to provide for an active trading market for the Company's capital stock (the occurrence of trading of the Company's Common Stock pursuant to (A) or (B) is referred to herein as "Listed for Trading"). (g) "Preferred Stock" shall mean the Series B C Preferred Stock, par value $0.001 per share, of the Company Stock and any other stock into or for which the Series B C Preferred Stock may be converted or exchanged, and upon and after the occurrence of an event which results in the automatic or voluntary conversion, redemption or retirement of all (but not less than all) of the outstanding shares of such Preferred Stock, including without limitation, the consummation of an IPO in which such conversion occurs, then from and after the date upon which such outstanding shares are so converted, redeemed or retired, "Preferred Stock" shall mean such Common Stock. (e) (h) "Regulation A Offering" means the next offering to occur that is exempt from the registration requirements of the Securities Act pursuant to Regulation A (as amended) of the Securities Act (including, without limitation, a mini-IPO as provided for in Title IV (commonly known as Regulation A+) of the United States Jumpstart Our Business Startups (JOBS) Act). (i) "Restated Certificate" means the Company's Fifth Amended and Restated Certificate of Incorporation, as amended, modified or amended and restated from time to time. (j) "Securities" shall mean this Warrant Warrant, the Shares issuable upon exercise of this Warrant, and the shares of Common Stock issuable upon conversion of the Shares issuable upon exercise of this Warrant. (f) (k) "Series C Preferred Stock" shall means shares of the Company's Series C Preferred Stock, par value $0.001 per share. (i) "Shares" shall mean shares have the meaning set forth in the first paragraph of Preferred Stock. this Warrant. View More
Definitions. "Business Day" means a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their activities. "Common Stock" means the common stock of the Company, par value $0.001 per share. "Noteholder" or "Payee" with respect to any Note, means at any time each Person then the record owner hereof and "Noteholders" or "Payees" means all of such Noteholders or Payees, collectively. "Note Issuance" or "Offering" shall mean the Prom...issory Notes issued by the Company to the Payee and other Noteholders (each in substantially the form of this Note) in the original principal amount not to exceed $1,000,000 in the aggregate, subject to the Over-Allotment Option. "Person" means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity. "Subscription Agreement" means the Note Subscription Agreement, dated ___________ ___, 2017 between the Company and the Payee.View More
Definitions. "Business Day" means a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their activities. "Common Stock" means the common stock of the Company, par value $0.001 per share. "Noteholder" or "Payee" with respect to any Note, means at any time each Person then the record owner hereof and "Noteholders" or "Payees" means all of such Noteholders or Payees, collectively. "Note Issuance" or "Offering" shall mean the Secu...red Convertible Promissory Notes issued by the Company to the Payee and other Noteholders (each in substantially the form of this Note) in the original principal amount not to exceed $1,000,000 $3,000,000 in the aggregate, subject to the Over-Allotment Option. aggregate. "Person" means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity. "Subscription Agreement" means the Note Subscription Agreement, dated ___________ ___, 2017 __________________ between the Company and the Payee. View More
Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Transaction Documents. a. "Agreement" shall have the meaning set forth in the preamble. b. "Commitment Fee Note" shall have the meaning set forth in the recitals. c. "Common Stock" shall have the meaning set forth in the recitals. d. "Events of Default" shall have the meaning set forth in each respective Transaction Document without giving effect to this Agreement. e. "Execution Date" means the ...date set forth in the preamble. f. "Guaranty" shall have the meaning set forth in the recitals. g. "Investment Agreement" shall have the meaning set forth in the recitals. h. "July Note" shall have the meaning set forth in the recitals. i. "Notes" means, collectively, the Commitment Fee Note, the July Note, the September Note and any other Note between the Parties to the extent existing, or that shall exist subsequently, as of the Execution Date of this Agreement. j. "Obligations" shall have the meaning set forth in Section 2(b). k. "Parties" means Oroplata and Tangiers, collectively. l. "Registration Rights Agreement" shall have the meaning set forth in the recitals. m. "Security Agreement" shall have the meaning as set forth in the recitals. n. "September Note" shall have the meaning set forth in the recitals. o. "Transaction Documents" means, collectively the Registration Rights Agreement, the Investment Agreement, the Commitment Fee Note, the July Note, the September Note, the Security Agreement, the Guaranty, the Warrants and all other agreements entered into between the Parties to the extent existing as of the Execution Date. p. "Warrants" shall have the meaning set forth in the recitals.View More
Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Transaction Documents. a. "Agreement" shall have the meaning set forth in the preamble. b. "Amendment" shall have the meaning set forth in the recitals. c. "Commitment Fee Note" shall have the meaning set forth in the recitals. c. d. "Common Stock" shall have the meaning set forth in the recitals. d. e. "Events of Default" shall have the meaning set forth in each respective Transaction Document ...without giving effect to this Agreement. e. f. "Execution Date" means the date set forth in the preamble. f. g. "February Note Amendment" shall have the meaning set forth in the recitals. In addition, the terms and conditions of the February Note Amendment provide that, within three (3) months of the date thereof, the Company shall allocate the $70,000 proceeds in the following manner: (i) $48,000 toward the exploration development budget; and (ii) $22,000 toward the retirement of outstanding payables in the Company's general & administrative budget. h. "February Warrants" shall have the meaning set forth in the recitals. i. "Guaranty" shall have the meaning set forth in the recitals. g. j. "Investment Agreement" shall have the meaning set forth in the recitals. h. k. "July Note" shall have the meaning set forth in the recitals. i. l. "July Warrants" shall have the meaning set forth in the recitals. m. "Notes" means, collectively, the Commitment Fee Note, the July Note, the September Note, the February Note, the February Note Amendment, the Second Note Amendment, the Third Note Amendment and any other Note between the Parties to the extent existing, or that shall exist subsequently, as of the Execution Date of this Agreement. j. n. "Obligations" shall have the meaning set forth in Section 2(b). k. 3(b). o. "OTCQB Application" shall have the meaning set forth in the recitals. p. "Parties" means Oroplata and Tangiers, collectively. l. q. "Registration Statement" shall have the meaning set forth in the recitals. r. "Registration Rights Agreement" shall have the meaning set forth in the recitals. m. s. "Second Note Amendment" shall have the meaning as set forth in the recitals. In addition, the terms and conditions of the Second Note Amendment provide that the Company shall allocate the $12,500 proceeds for payment of the OTCQB Application fee and other OTC-related fees for the Company. t. "Security Agreement" shall have the meaning as set forth in the recitals. n. u. "September Note" shall have the meaning set forth in the recitals. o. v. "September Warrants" shall have the meaning set forth in the recitals. w. "Share Exchange Warrants" shall have the meaning set forth in the recitals. x. "Third Note Amendment" shall have the meaning set forth in the recitals. In addition, the terms and conditions of the Third Note Amendment provide that the Company shall allocate the $80,000 proceeds in the following manner: (i) $10,000 toward legal fees; and (ii) the remaining $70,000 balance toward exploration and land acquisition. y. "Transaction Documents" means, collectively the Registration Rights Agreement, the Investment Agreement, the Commitment Fee Note, the July Note, the September Note, February Note, the February Note Amendment, the Security Agreement, the Guaranty, the July Warrants, the September Warrants, the February Warrants, the Share Exchange Warrants and all other agreements entered into between the Parties to the extent existing as of the Execution Date. p. z. "Warrants" means, collectively, the July Warrants, the September Warrants, the February Warrants, the Share Exchange Warrants and any other Warrants between the Parties to the extent existing, or that shall have exist subsequently, as of the meaning set forth in Execution Date of this Agreement. (b) Tangiers further agrees that it shall not demand payment on any amounts due under any of the recitals. Notes from any proceeds received by Oroplata from Tangiers under the Investment Agreement. View More
