Definitions Terms and Interpretive Matters Sample Clauses

Definitions Terms and Interpretive Matters. 01Certain Definitions 2 Section 1.02Other Definitional Provisions 11 Section 1.03Interpretive Matters 12 Section 2.01Merger 14 Section 2.02The Closing 14 Section 2.03Effective Time 14 Section 2.04Effects of the Merger 14 Section 2.05Certificate of Incorporation and Bylaws 14 Section 2.06Directors and Officers 15 Section 2.07Bank Merger 15 TABLE OF CONTENTS (continued) Section 3.01Effect on Capital Stock 15 Section 3.02Dissenting Shares 16 Section 3.03Seller Bank Options 16 Section 3.04Seller Bank Restricted Stock 16 Section 3.05Aggregate Merger Consideration Statement; Seller Bank Holder Payment Schedule 17 Section 3.06Transactions at the Closing 17 Section 3.07Shareholders of the Seller Bank 18 Section 3.08Payments to Persons Other than Registered Holders 18 Section 3.09Withholding Tax 18 Section 3.10No Liability for Abandoned Property 19 Section 3.11Return of Funds 19 Section 3.12Rights of Former Shareholders 19 Section 4.01Organization, Standing and Power 20 TABLE OF CONTENTS (continued) Section 4.02Authorization 20 Section 4.03Noncontravention 20 Section 4.04Financial Statements; No Undisclosed Liabilities 21 Section 4.05Absence of Certain Changes 22 Section 4.06Capitalization 22 Section 4.07Subsidiaries 23 Section 4.08Governmental Approvals 23 Section 4.09Legal Proceedings; Orders 24 Section 4.10Compliance with Laws; Permits 24 Section 4.11Employee Benefit Plans/ERISA 25 Section 4.12Material Contracts 27 Section 4.13Environmental Matters 29 Section 4.14Real Property 29 Section 4.15Labor Matters 29 Section 4.16Insurance Coverage 30 TABLE OF CONTENTS (continued) Section 4.17Intellectual Property 31 Section 4.18Taxes 32 Section 4.19Interest Rate Risk Management Instruments 33 Section 4.20Extensions of Credit 34 Section 4.21Regulatory Matters 35 Section 4.22Allowance for Possible Loan Losses; Investment Portfolios, etc. 36 Section 4.23Assets. 36 Section 4.24Books and Records 37 Section 4.25Brokers 37 Section 5.01Organization, Standing and Power 37 Section 5.02Authorization 38 Section 5.03Noncontravention 38 Section 5.04Governmental Approvals 39 TABLE OF CONTENTS (continued) Section 5.05Parent Impediments 39 Section 5.06Compliance with Laws 39 Section 5.07Financial Capability 39 Section 5.08Regulatory Matters 40 Section 5.09No Prior Activities and Arrangements 40 Section 5.10Brokers 41 Section 6.01Conduct of Business 41 Section 6.02Reasonable Best Efforts; Regulatory Filings 45 Section 6.03Shareholder Approval 47 Section 6.04Preservation of Records 47 Sect...
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Definitions Terms and Interpretive Matters. Section 1.01 Certain Definitions 2 Section 1.02 Other Terms 21 Section 2.01 Mergers 22 Section 2.02 Closing 22 Section 2.03 Effective Time 22 Section 2.04 Effects of the Mergers 22 Section 2.05 Organizational Documents of the Surviving Blocker and the Surviving Company 23 Section 2.06 Conversion of LLC Interests of the Blocker 23 Section 2.07 Conversion of LLC Interests of the Company, RSUs and Phantom Units 23 Section 2.08 Conversion of LLC Interests of Merger Sub 1 24 Section 2.09 Conversion of LLC Interests of Merger Sub 2 25 Section 2.10 No Fractional Shares 25 Section 2.11 Stock Consideration 25 Section 2.12 Withholding Taxes 25 Section 2.13 Exchange Procedures 26 Section 2.14 Closing Schedules 28 Section 2.15 Closing Payments and Deliveries 28 Section 2.16 Consideration Adjustment 30
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Definitions Terms and Interpretive Matters 
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Related to Definitions Terms and Interpretive Matters

  • Definitions and Interpretive Provisions 6 1.1 Definitions 6 1.2 Interpretive Provisions 7 ARTICLE II. PAYMENT PROVISIONS 8 2.1 Prompt Payment 8 2.2 Taxes 8 2.3 Ancillary and Travel Expenses 9

  • Definitions And Interpretive Provisions 6 1.1 Definitions 6 1.2 Interpretive Provisions 7 ARTICLE II. Payment Provisions 8 2.1 Prompt Payment 8 2.3 Ancillary and Travel Expenses 8 2.5 Use of Funds 9 2.6 Use for Match Prohibited 9 2.7 Program Income 9 2.8 Nonsupplanting 9 2.9 Indirect Cost Rates 9

  • Other Definitional and Interpretive Matters Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

  • Certain Interpretive Matters and Definitions Unless the context otherwise requires, (i) all references to Sections, Articles or Schedules are to Sections, Articles or Schedules of or to this Agreement, (ii) each term defined in this Agreement has the meaning assigned to it, (iii) ”or” is disjunctive but not necessarily exclusive, (iv) words in the singular include the plural and vice versa, (v) words of any gender include each other gender; the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (vi) the word “including” and similar terms following any statement will not be construed to limit the statement to matters listed after such word or term, whether or not a phrase of nonlimitation such as “without limitation” is used. All references to “$” or dollar amounts will be to lawful currency of the United States of America. Any representation or warranty contained herein as to the enforceability of a contract shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors’ rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Other Definitional and Interpretive Provisions References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. References to capitalized terms that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. All references herein to times of day shall be references to daylight or standard time, as applicable. All references herein to a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or analogous term, will be construed to mean also a division of or by a limited liability company, as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable. Any series of limited liability company shall be considered a separate Person.

  • Capitalized Terms; Interpretive Provisions (a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto or incorporated by reference in the Sale and Servicing Agreement, the Trust Agreement or the Indenture, as the case may be. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

  • Definitions and Interpretation 1.1 In this Agreement:

  • Defined Terms and Interpretation 1.1 In this Agreement, save where the context requires otherwise, the following words, terms and expressions shall have the following meanings:

  • Definitions and Interpretations The terms "specifically approved at least annually," "vote of a majority of the outstanding voting securities," "assignment," "affiliated person," and "interested person," when used in this Agreement, shall have the respective meanings specified, and shall be construed in a manner consistent with, the Investment Company Act of 1940 and the rules and regulations promulgated thereunder. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933, or the Securities Exchange Act of 1934 (collectively, the "Federal Securities Acts") shall be resolved by reference to such term or provision of the Federal Securities Acts and to interpretations thereof, if any, by United States federal courts or, in the absence of any controlling decisions of any such court, by rules or regulations of the Securities and Exchange Commission. Where the effect of a requirement of the Federal Securities Acts reflected in any provision of this Agreement is revised by rule or regulation of the Securities and Exchange Commission, such provisions shall be deemed to incorporate the effect of such rule or regulation.

  • Other Definitional and Interpretative Provisions The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

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