Headings Contract Clauses (13,825)

Headings. 1.2 Delivery of the Purchase Price. 1.3 Closing. 1.4 Termination. 2.2 Accredited Investor. 2.3 Intent. 2.4 Restrictions on Transfer. 2.5 Sophisticated Investor. 2.7 Organization and Authority. 2.8 Authority. 2.9 No Conflicts. 2.10 No Legal Advice from Company. 2.11 Reliance on Representations and Warranties. 2.12 No General Solicitation. 2.13 Legend. 3.3 Organization and Qualification. 3.4 Authorization; Enforcement. 3.5 No Conflicts.

Headings. The section headings of this Agreement are for convenience of reference only and shall not, for any purpose, be deemed a part of this Agreement.

Headings. The headings used herein are for the convenience of reference only and do not constitute part of this Separation Agreement. The headings shall not be deemed to limit or otherwise affect any of the provisions of this Separation Agreement.

Headings. The captions used in this Agreement and the Plan are inserted for convenience and shall not be deemed to be a part of the RSUs for construction and interpretation.

Headings. The subject headings of the Articles and Sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

Headings. The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof.

Headings. The section headings used herein are for convenience only and shall not affect the construction hereof. -24- 20. 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. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Packag...e" shall mean, as of [●] [a/p].m. Eastern Daylight Time on [●] (i) the most recent Preliminary Prospectus that is generally distributed to investors and used to offer the Securities, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean each prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at each Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430A, as amended at the Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430A", "Rule 433" and "Rule 462(b)" refer to such rules under the Securities Act. -25- "Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. View More

Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any Section. Effective as of the Grant Date, the Company has caused this Notice to be executed on its behalf by a duly authorized officer. LOEWS CORPORATION By:_______________________ Name: Title: EX-10.3 4 d143020dex103.htm EX-10.3 EX-10.3 Exhibit 10.3 LOEWS CORPORATION [FORM OF TIME-VESTING RESTRICTED STOCK UNIT AWARD NOTICE] THIS TIME-VESTING RESTRICTED... STOCK UNIT AWARD NOTICE (this "Notice") is made as of the grant date set forth below (the "Grant Date") and evidences the grant of the Award set forth below by Loews Corporation, a Delaware corporation (the "Company"), to the individual named below (the "Grantee"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Loews Corporation 2016 Incentive Compensation Plan (the "Plan"). Name of Grantee: [ ] Grant Date: [ ] Number of RSUs: [ ] Vesting Date: · Second Anniversary of the Grant Date, as to 50% of the RSUs ("Tranche 1") · Third Anniversary of the Grant Date, as to 50% of the RSUs ("Tranche 2") 1. Grant of Awards. The Company hereby grants to the Grantee Restricted Stock Units ("RSUs") as set forth herein, subject to the terms and conditions of this Notice and the Plan. This Notice shall constitute the Award Terms for purposes of the Plan. View More

Headings. Section headings herein are included for convenience only and shall not affect the interpretation of this Agreement.

Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 5 7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any ...other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. View More