Key Definitions As used herein, the following terms shall have the following respective meanings:
UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.
Property Defined The Real Estate, Improvements, Personal Property, Leases and Intangible Property are sometimes collectively referred to herein as the “Property.”
Inventions Defined Inventions" means discoveries, concepts, and ideas, whether patentable or not, relating to any present or contemplated activity of COMPANY, including without limitation devices, processes, methods, formulae, techniques, and any improvements to the foregoing.
Background; Use of Funds; Definitions This Note constitutes the consideration payable to the Lender for the Series Collection Drop 004 Asset (the “Series Asset”) pursuant to the Purchase and Sale Agreement relating to the Series Asset that was entered into between the Company and the Lender on or about the date hereof. As used in this Note, the following terms shall have the following meanings:
01 (Defined Terms) (i) Section 1.01 of the Credit Agreement is hereby amended by adding in the appropriate alphabetical order the following new definitions:
Proprietary Information Defined I understand that the term “Proprietary Information” in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned or developed by me, pertaining in any manner to the business of the Company or to the Company’s affiliates, consultants, or business associates, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in my possession or part of my general knowledge prior to my employment by the Company; or (iii) the information is disclosed to me without confidential or proprietary restrictions by a third party who rightfully possesses the information (without confidential or proprietary restrictions) and did not learn of it, directly or indirectly, from the Company. I further understand that the Company considers the following information to be included, without limitation, in the definition of Proprietary Information: (A) schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, electronic codes, formulas and improvements; (B) information about costs, profits, markets, sales, customers, prospective customers, customer contracts (including without limitation the terms and conditions of such customer contracts) and bids; (C) plans for business, marketing, future development and new product concepts; (D) customer lists, and distributor and representative lists; (E) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to me by the Company (or any affiliate of it), as well as written or verbal instructions or comments; (F) any information or material not described in (A)-(E) above which relate to the Company’s inventions, technological developments, “know how”, purchasing, accounts, merchandising, or licensing; (G) employee personnel files and information about employee compensation and benefits; and (H) any information of the type described in (A)-(G) above which the Company has a legal obligation to treat as confidential, or which the Company treats as proprietary or designates as confidential, whether or not owned or developed by the Company.
01 Definitions 1 SECTION 1.02
Specific Definitions The following terms used in this Agreement shall have the following meanings:
INDEX OF DEFINED TERMS Acquiror 1 Acquiror Bank 62 Acquiror Benefit Plan 62 Acquiror Board 62 Acquiror Bylaws 62 Acquiror Capital Stock 62 Acquiror Capitalization Date 30 Acquiror Certificate of Incorporation 61 Acquiror Common Stock 62 Acquiror Disclosure Schedules 70 Acquiror ERISA Affiliate 62 Acquiror Financial Statements 31 Acquiror Preferred Stock 30 Acquiror SEC Reports 62 Acquiror Stock Issuance 62 Acquisition Proposal 62 Affiliate 63 Agreement 1 Applicable Mortgage Business Requirements 63 Articles of Merger 2 Bank 63 Bank Merger 63 Business Day 63 Call Report 63 Certificate of Merger 2 CIC Payment 49 Closing 2 Closing Acquiror Common Stock Price 63 Closing Date 2 Code 63 Company 1 Company Adverse Recommendation 39 Company Articles of Incorporation 63 Company Benefit Plan 63 Company Board 64 Company Bylaws 64 Company Capital Stock 64 Company Capitalization Date 9 Company Common Stock 64 Company Disclosure Schedules 70 Company Employees 37 Company ERISA Affiliate 64 Company Financial Statements 10 Company Investment Securities 27 Company Loans 13 Company Material Contract 22 Company Permitted Exceptions 12 Company Real Estate 64 Company Shareholder Approval 64 Company Shareholders’ Meeting 39 Company Stock Certificates 5 Confidentiality Agreement 34 Consulting Agreement 40 Contemplated Transactions 64 Contract 64 Control,” ”Controlling” or ”Controlled 64 Conversion Fund 5 Covered Employees 48 CRA 64 Deposit Insurance Fund 65 Derivative Transactions 65 DGCL 65 Dissenters’ Shares 6 DOL 65 Effective Time 2 Environment 65 Environmental Laws 65 ERISA 65 Exchange Act 65 Exchange Agent 4 Existing D&O Policy 45 FDIC 65 Federal Reserve 65 GAAP 65 Hazardous Materials 65 IBCA 65 Immediate Family Member 65 Indemnified Party 44 IRS 66 Knowledge 66 Legal Requirement 66 Letter of Transmittal 5 Lien 66 Material Adverse Effect 66 Merger 1 MergerCo 1 Mid-Tier Merger 1 Mid-Tier Merger Agreement 3 Mortgage Agency 67 Mortgage Loan 67 NASDAQ Rules 67 New Plans 49 viii Old Plans 49 Order 67 Ordinary Course of Business 67 OREO 67 Outstanding Company Shares 67 PBGC 67 Per Share Cash Consideration 4 Per Share Merger Consideration 3 Per Share Stock Consideration 4 Person 67 Previously Disclosed 70 Proceeding 68 Proxy Statement 68 Registration Statement 68 Regulatory Authority 68 Remediation Cost 68 Representative 68 Requisite Regulatory Approvals 68 Restrictive Covenant Agreements 1 Schedules 70 SEC 68 Securities Act 68 Shareholder Agreement 9 Subsidiary 68 Superior Proposal 68 Surviving Entity 1 Tax 69 Tax Return 69 Termination Date 54 Termination Fee 57 Third Party Consents 9 Total Payments 50 Transition Date 69 U.S. 69 Unaudited Monthly Financial Statements 34 ix x
