Definitions and Other Terms. The following capitalized terms shall have those meanings set forth opposite them:
Definitions and Other Terms. 2 1.1. Definitions......................................................................................2 1.2.
Definitions and Other Terms. As used herein, the following terms shall have the following meanings (such meanings shall be equally applicable to the singular and plural forms of the terms used, as the context requires):
Definitions and Other Terms. The following definitions apply to this Agreement.
Definitions and Other Terms. 1 1.1 Terms 1 1.2 Section References 1 1.3 Divisions 1 1.4 Australian Banking Code of Practice 1 1.5 Definitions 2 2. NOTES AND TERMS OF PAYMENT 36 2.1 [Reserved] 36 2.2 Issuance of Notes 37 2.3 Payment of Interest on the Notes 38 2.4 Fees 39 2.5 Taxes; Increased Costs 39 2.6 Notes 39 2.7 Reserved 40 2.8 Conversion 40 2.9 Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change 51 2.10 Reserved 52 2.11 Effect of Common Stock Change Event 52 3. CONDITIONS OF NOTES 54 3.1 Conditions Precedent to the Effective Date 54 3.2 Additional Conditions Precedent to Closing 54 3.3 Covenant to Deliver 56 3.4 Post-Closing Obligations 56 4. CREATION OF SECURITY INTEREST 56 4.1 Grant of Security Interest 56 4.2 Authorization to File Financing Statements 57 5. REPRESENTATIONS AND WARRANTIES 57 5.1 Due Organization, Authorization: Power and Authority 57 5.2 Collateral 58 5.3 Subsidiaries’ Equity Interests 59 5.4 Litigation 59 5.5 No Broker’s Fees 59 5.6 No Material Adverse Change; Financial Statements 59 5.7 No General Solicitation 59 5.8 Accredited Investors 59 5.9 Solvency 59 5.10 No Registration Required 60 5.11 SEC Reports 60 5.12 Internal Controls 60 5.13 Disclosure Controls and Procedures 60 5.14 Regulatory Compliance 61 5.15 Investments 62 5.16 Tax Returns and Payments; Pension Contributions 62 5.17 Full Disclosure 62 5.18 Enforceability 63 5.19 Valid Issuance of Notes and Guarantees 63 5.20 Title Ownership 63 5.21 Environmental Matters 63 5.22 Trustee 64 6. AFFIRMATIVE COVENANTS 64 6.1 Government Compliance 64 6.2 Financial Statements, Reports, Certificates; Notices 64 6.3 Inventory; Returns 67 6.4 Taxes; Pensions 67 6.5 Insurance 67 6.6 Collateral Accounts 68 6.7 Protection of Intellectual Property Rights 68 6.8 Litigation Cooperation 68 6.9 Landlord Waivers; Bailee Waivers 69 6.10 Creation/Acquisition of Subsidiaries 69 6.11 Further Assurances 69 6.12 Title Ownership 69 6.13 Environmental Matters 70 6.14 Compliance Policies 70 6.15 Board of Directors 70 7. NEGATIVE COVENANTS 70 7.1 Dispositions 70 7.2 Changes in Business or Business Locations 70 7.3 Mergers or Acquisitions 71 7.4 Incurrence of Indebtedness and Issuance of Preferred Stock 71 7.5 Encumbrance 72 7.6 Maintenance of Collateral Accounts 72 7.7 Restricted Payments 72 7.8 [Reserved] 73 7.9 Transactions with Affiliates 73 7.10 Dividend and Other Payment Restrictions Affecting Subsidiaries 74 7.11 Compliance 76 7.12 Compliance with Anti-Terrorism Laws 76
Definitions and Other Terms. 1 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2.
Definitions and Other Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Secured Credit Agreement. As used herein, the following terms shall have the following meanings (all terms defined in this Section or in other provisions of this Agreement to have the same meanings when used in the plural and vice versa):
Definitions and Other Terms. 2 1.1 Definitions 2 1.2 Other Definitional Provisions 9 1.3 Terms Generally 9 1.4 Payment 9 1.5 No Presumption Against Any Party 9 1.6 Divisions 10 2. LOAN 10 2.1 Term Loan 10 2.1.1 Loan 10 2.1.2 Voluntary Prepayment 11 2.1.3 Method of Calculating Interest and Fees 11 2.1.4 Late Charge 11 2.1.5 Dishonored Item Fee 11 2.2 Taxes 11 2.2.1 Payments Free and Clear of Taxes 11 2.2.2 Gross-Up 11 2.2.3 Other Taxes 11 2.2.4 Indemnification 12 2.3 Loan Account; Demand Deposit Account 12 2.4 Note 12 2.5 Reserved 12 2.6 Making of Payments; Application of Collections; Charging of Accounts 12 2.6.1 Time and Place of Payment 12 2.6.2 Application 12 2.7 Right of Setoff 13 2.8 Supplemental Documents; Documental Errors 13 2.9 Recovery of Additional Costs 13 2.10 LIBOR Unavailability 13 3. CONDITIONS PRECEDENT; DELIVERY OF DOCUMENTS AND OTHER MATTERS 14 3.1 Conditions Precedent to Loan 14 3.1.1 Due Diligence 14 3.1.2 Security Interest 14 3.1.3 Exhibits; Schedules 14 3.1.4 Financial Statements 14 3.1.5 Search Reports 14 3.1.6 Opinion Letter 14
Definitions and Other Terms. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein. The following capitalized terms shall have those meanings set forth opposite them:
Definitions and Other Terms. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain [Membership Interest Purchase Agreement/Subscription Agreement], dated October [●], 2020, among the Company and the signatories thereto (the “Purchase Agreement”). This Warrant was issued pursuant to the terms of the Purchase Agreement and certain holders are parties to an Investor Rights Agreement dated October [●], 2020, among the Company and the signatories thereto (the “Investor Rights Agreement”).
