Required Consent has the meaning set forth in Section 4.4.
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.
Hospital purchaser/provider agreement (HPPA agreement) means a negotiated agreement entered between the fund and the hospital for the cost of hospital treatment.
Parent Organizational Documents means the certificate of incorporation and bylaws, each as amended as of the date of this Agreement, of each of Parent and Merger Sub.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Locational UCAP Seller means a Member that sells Locational UCAP.
Initial approval means authorization to admit students and enter into contractual agreements for clinical facilities. It is granted only after an application has been submitted, reviewed and a survey visit made by the Board. No students shall be admitted to the program until the institution has received written notification that initial approval has been granted. Failure to comply will delay initial approval.
SoftBank means SoftBank Group Corp., a Japanese kabushiki kaisha.
Special Approval means approval by a majority of the members of the Conflicts Committee.
Amplification, transmission and distribution equipment means, but is not limited to, production,
Independent Software Vendor or “ISV” means a Person that makes available to Participants and Authorized Traders a system or platform offering smart order routing, front-end trading applications, an aggregation platform or a combination of the foregoing but that does not provide Participants or Authorized Traders with the ability to effect transactions other than through the Trading System.
Acquired Entities means the Company and each of its Subsidiaries, collectively.
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.
Required Consents shall have the meaning set forth in Section 4.5.
Member Agreement means collectively the Membership and Account Agreement and any other account information provided to you by us from time to time.
Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.
Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.
Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:
Related Transactions Documents means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.
Parent Material Contract shall have the meaning set forth in Section 4.16(a).
CSDCC means the China Securities Depository and Clearing Co., Ltd. “CSRC” means the China Securities Regulatory Commission.
After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).
Governmental Approval is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.
Final Approval Date means the date upon which Final Approval occurs.
Environmental Approval means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.