DEFINITIONS 44. Section 12.1 Definitions 44 Section 12.2 Principles of Construction 50 Exhibits A Form of Bank Plan of Merger B Form of Company Shareholder Consent C Form of Voting and Support Agreement D Form of AI Questionnaire E Form of Registration Rights Agreement INDEX OF DEFINED TERMS Acquisition Proposal 45 Adverse Recommendation 30 Affiliate 45 Agreement 1 AI Questionnaire 45 Articles of Merger 2 Bank 45 Bank Dividend 2 Bank Loans 9 Bank Merger 45 Bank Plan of Merger 2 Borrowing Affiliate 28 Business Day 45 CIC Payment 38 Closing 1 Closing Date 1 Code 1 Company 1 Company Articles of Incorporation 45 Company Benefit Plan 45 Company Board 45 Company Bylaws 45 Company Capital Stock 45 Company Capitalization Date 6 Company Common Stock 45 Company Director 2 Company Disclosure Schedules 50 Company Employees 28 Company ERISA Affiliate 45 Company Financial Statements 7 Company Investment Securities 18 Company Material Contract 15 Company Permitted Exceptions 9 Company Regulatory Reports 45 Company Shareholder Approval 29 Company Shareholder Consent 5 Company Stock Certificates 3 Confidentiality Agreement 27 Contemplated Transactions 46 Contract 46 Control, Controlling or Controlled 46 Covered Employees 00 XXX 00 Deposit Insurance Fund 46 Derivatives Contract 18 DOL 46 Effective Time 2 Environment 46 Environmental Laws 46 ERISA 46 Exchange Act 46 Exchange Ratio 3 Expenses 32 FDIC 46 Federal Reserve 46 GAAP 46 Hazardous Materials 46 Indemnification Proceeding 32 Indemnified Employee 33 Indemnified Party 32 Internal Control Over Financial Reporting 22 IRS 46 IRS Guidelines 37 Knowledge 46 Legal Requirement 46 Letter of Transmittal 3 Material Adverse Effect 46 Merger 1 Merger Consideration 3 New Plans 37 Nicolet 1 Nicolet Articles of Incorporation 47 Nicolet Bank 47 Nicolet Benefit Plan 47 Nicolet Board 47 Nicolet Bylaws 47 Nicolet Capital Stock 47 Nicolet Capitalization Date 20 Nicolet Common Stock 47 Nicolet Common Stock Price 47 Nicolet Disclosure Schedules 50 Nicolet Equity Award 47 Nicolet ERISA Affiliate 48 Nicolet Evaluation Date 22 Nicolet Financial Statements 22 Nicolet Loans 23 Nicolet Material Contract 48 Nicolet Preferred Stock 20 Nicolet Prepared Tax Returns 35 Nicolet SEC Reports 48 Nicolet Stock Plans 48 Officer Agreement 38 Old Plans 38 Order 48 Ordinary Course of Business 48 OREO 48 Outstanding Company Shares 48 PATRIOT Act 19 PBGC 48 Per Share Cash Consideration 3 Per Share Stock Consideration 3 Permitted Special Dividend Amount 48 Person 48 Previously Dis...
DEFINITIONS 44. ARTICLE 10 GENERAL 56 Section 10.1 Binding Effect; Benefits; Assignment 56 Section 10.2 Entire Agreement 56 Section 10.3 Amendment and Waiver 56 Section 10.4 Governing Law; Exclusive Jurisdiction 56 Section 10.5 WAIVER OF TRIAL BY JURY 57 Section 10.6 Notices 57 Section 10.7 Execution and Delivery of Agreement 58 Section 10.8 Expenses 59 Section 10.9 Headings; Construction; Time of Essence 59 Section 10.10 Partial Invalidity 59 Section 10.11 Certain Disclosure Matters 60 EQUITY PURCHASE AGREEMENT This Equity Purchase Agreement (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”) is made as of March 29, 2024, by and among JX Xxxxxx Leasing USA Holdings, Inc., a Delaware corporation (“Buyer”), the owners of all of the issued and outstanding equity securities of Oakmont Capital Holdings LLC, a Pennsylvania limited liability company (the “Company”) identified as “Sellers” on the signature pages hereto (collectively, “Sellers” and each, a “Seller”), solely for the limited purposes expressly set forth herein, Jxxxxx X. Xxxxxxx, Dxxxx X. Xxxx, and Mxxxx X. Xxxx (collectively, “Seller Principals” and each, a “Seller Principal”). Buyer, Sellers, and Seller Principals (or any Seller or Seller Principal) are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Each capitalized term used in this Agreement and not otherwise defined has the meaning set forth in Article 9. The Company is engaged in the business of, among other things, originating or acquiring lease, loan, equipment purchase and sale or other finance transactions and servicing directly or indirectly such transactions owned by others (the “Business”). Buyer desires to purchase from Sellers, and Sellers desire to sell to Buyer, all of the issued and outstanding equity securities of the Company (collectively, the “Interests”) on the terms and subject to the conditions of this Agreement. Accordingly, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the Parties agree as follows:
DEFINITIONS 44. 1(a) For the purpose of this clause child means a child of the employee under school age except for adoption of a child where child means a person under school age who is placed with the employee for the purposes of adoption, other than a child or step-child of the employee or of the spouse of the employee or a child who has previously lived continuously with the employee for a period of six months or more.
