Defined Term    Section definition

Defined Term    Section. “ERISA Affiliate” Section 3.12(a) “Excluded Parties” Section 5.5(a) “Expenses” Section 5.10(a) “Fairness Opinion” Section 3.22 “Go-Shop Extension Period” Section 5.5(a) “Go-Shop Period” Section 5.5(a) “Indemnified Persons” Section 5.10(a) “Inquiry” Section 5.6(a) “Insurance Policies” Section 3.19 “Lease Agreements” Section 3.14(a)(xi) “Leased Real Property” Section 3.21(b)(i) “License Agreements” Section 3.14(a)(xii) “Merger” Section 1.1 “Merger Consideration” Section 2.1(b) “Merger Sub” Preamble “Merger Sub Common Stock” Section 2.1(d) “Multiemployer Plan” Section 3.12(e) “No-Shop Period Start Date” Section 5.5(b) “Notice Period” Section 5.5(e)(B)(i) “Other Intellectual Property” Section 3.17(b) “Outside Date” Section 7.1(g) “Parent” Preamble “Parent Welfare Benefit Plans” Section 5.9(c) “Parent Disclosure Schedule” Article 4 Defined Term Section “Parent Representatives” Section 5.4(a) “Paying Agent” Section 2.2(a) “Payment Fund” Section 2.2(a) “Payoff Amount” Section 5.6(f) “Payoff Letter” Section 5.6(f) “PII” Section 3.17(c) “Preferred Shares” Section 2.1(b) “Premium Limit” Section 5.10(b) “Proxy Statement” Section 3.23 “Proxy Statement Clearance Date” Section 5.2(a) “Purchase Orders” Section 3.14(a)(iii) “Record Date” Section 5.2(c) “Registered Intellectual Property” Section 3.17(a) “Right” Section 2.3 “Xxxxxxxx-Xxxxx Act” Section 3.9(a) “Section 16” Section 5.13 “Series B Shares” Section 2.1(b) “Series B Share Merger Consideration” Section 2.1(b) “Series C Shares” Section 2.1(b) “Series C Share Merger Consideration” Section 2.1(b) “Series D Shares” Section 2.1(b) “Series D Share Merger Consideration” Section 2.1(b)
Sample 1
Defined Term    Section. 1996 Balance Sheet" 3.09 "A Films" 3.20(a) "Annual Statements" 3.09 "ASCAP" 3.20(g) "B Films" 3.20(a) "BMI" 3.20(g) "Buyer" Preamble "Closing" 2.02 "Closing Date" 2.02 "Commitment Fee" 10.03 "Development Projects" 3.22
Sample 1
Defined Term    Section. Shares" Recitals "Subsequent Material Contract" 5.01(b)(v) "Tax Claim" 11.04(a) "Tax Indemnitee" 11.04(a) "Tax Indemnitor" 11.04(a) "Unaffiliated Production Company" 3.21(b) "Unpaid Balance" 2.03(d)
Sample 1

Related to Defined Term    Section

  • Defined Terms As used herein:

  • Certain Defined Terms As used in this Agreement, the term "Prospectus" means the applicable Portfolio's prospectus and related statement of additional information, whether in paper format or electronic format, included in the Portfolio's then currently effective registration statement (or post-effective amendment thereto), and any information that we or the Portfolio may issue to you as a supplement to such prospectus or statement of additional information (a "sticker"), all as filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933. 2.

  • Preamble legal defeasance option"..................................................... 8.01(b) "Notice of Default"........................................................... 6.01 "Offer Period"................................................................ 4.06(d) "Original Securities"......................................................... Preamble "Paying Agent"................................................................ 2.04 "protected purchaser"......................................................... 2.08 "Refinancing Indebtedness".................................................... 4.03(b) "Refunding Capital Stock"..................................................... 4.04 "Registration Agreement"...................................................... Appendix A "Registered Exchange Offer"................................................... Appendix A "Registrar"................................................................... 2.04 "Restricted Payment".......................................................... 4.04(a) "Retired Capital Stock"....................................................... 4.04(b) "Securities Custodian"........................................................ Appendix A "Shelf Registration Statement"................................................ Appendix A "Special Redemption".......................................................... 3.07(b) "Special Redemption Date"..................................................... 3.07(b) "Special Redemption Price".................................................... 3.07(b) "Successor Company"........................................................... 5.01(a) "Successor Guarantor"......................................................... 5.01(b)(i) "TRW Automotive Luxembourg"................................................... 4.11(d)

  • Adjusted Term SOFR means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • Definitions In this Agreement:

  • Adjusted Term SOFR Rate means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

  • definition of Monthly Advance" in Article I is hereby amended in its entirety to read as follows:

  • Defined Person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or other department or agency thereof.

  • Master Definitions Schedule means the amended and restated schedule of definitions relating to the Programme originally dated the Programme Effective Date and as most recently amended and restated on 18 December 2020 (as further amended, supplemented and/or replaced from time to time).

  • Definition means a provision of this Law (however expressed) that —

  • The definition of Pass-Through Rate" set forth in Section 1.01 of the Pooling Agreement is hereby amended and restated to read as follows:

  • as used herein Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent; and "LIBOR Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London. Exhibit A Officer's Certificate The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice President] hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated Indenture, dated as of August 23, 2005, among FNB Financial Services Corporation (the "Company") and Deutsche Bank Trust Company Americas, as trustee, that, as of [date], [20__], the Company had the following ratios and balances: BANK HOLDING COMPANY As of [Quarterly Financial Dates] Tier 1 Risk Weighted Assets _________% Ratio of Double Leverage _________% Non-Performing Assets to Loans and OREO _________% Tangible Common Equity as a Percentage of Tangible Assets _________% Ratio of Reserves to Non-Performing Loans _________% Ratio of Net Charge-Offs to Loans _________% Return on Average Assets (annualized) _________% Net Interest Margin (annualized) _________% Efficiency Ratio _________% Ratio of Loans to Assets _________% Ratio of Loans to Deposits _________% Double Leverage (exclude trust preferred as equity) _________% Total Assets $_________ Year to Date Income $_________ * A table describing the quarterly report calculation procedures is provided on page __ [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended _______, 20___.] [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance sheet and income statement) of the Company and its consolidated subsidiaries for the fiscal quarter] ended [date], 20__. The financial statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles ("GAAP"), the financial position of the Company and its consolidated subsidiaries, and the results of operations and changes in financial condition as of the date, and for the [___ quarter interim] [annual] period ended [date], 20__, and such financial statements have been prepared in accordance with GAAP consistently applied throughout the period involved (expect as otherwise noted therein).

  • Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. All references in this Agreement to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include the documents incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which are “contained,” “included” or “stated” in, or “part of” the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other references of like import, shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or supplements to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement. The Company hereby confirms its agreements with the Underwriters as follows:

  • Documents Incorporated by Reference means all interim and annual financial statements, management’s discussion and analysis, business acquisition reports, management information circulars, annual information forms, material change reports, Marketing Documents and other documents that are or are required by Applicable Securities Laws to be incorporated by reference into the Offering Documents, as applicable;

  • Restructuring Effective Date has the meaning set out in the Restructuring Implementation Deed;

  • Partnership Tax Audit Rules means Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.

  • standard term sheet has the meaning ascribed thereto in NI 41-101;