Exhibit A-3 definition

Exhibit A-3. DATA SECURITY MEASURES
Exhibit A-3. Commitment Fees” means commitment fees and any other fees or other amounts required by the Commitment Letter. “Commitment Letter” means an executed commitment letter, including (a) all exhibits, schedules, annexes, joinders and amendments to such agreements in effect as of the date hereof; (b) any associated fee letter in unredacted form and (c) any associated engagement letter in unredacted form, in each case, by and among Merger Partner (or any other member of the Merger Partner Group, if applicable), Spinco (or any other member of the Spinco Group, if applicable) and the financing sources party thereto (together with all additional lenders and financing sources joined to the Commitment Letter, the “Financing Lenders”), pursuant to which, among other things, the Financing Lenders have committed to provide Merger Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) with financing in the amount set forth therein (together with any securities offering contemplated by the engagement letter in clause (c) above and any Permitted Alternative Financing, the “Financing”) for purposes of financing the Required Amount. “Companies Act” means the United Kingdom Companies Act of 2006. “Compliant” means, with respect to the Required Spinco Financial Information and the Required Merger Partner Financial Information, as applicable, that (a) such Required Spinco Financial Information and such Required Merger Partner Financial Information, as applicable, does not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary to make such Required Spinco Financial Information and Required Merger Partner Financial Information, respectively, in the light of the circumstances under which the Required Spinco Financial Information and the Required Merger Partner Financial Information were provided, not misleading; (b) such Required Spinco Financial Information and such Required Merger Partner Financial Information, as applicable, is, and remains throughout the Marketing Period, compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act for offerings of debt securities on a registration statement on Form S-1 for a non-reporting company, subject to customary exceptions for an offering of debt securities pursuant to Rule 144A (including the exceptions in the definitions of “Required Merge...
Exhibit A-3. SunLink FDDI/S3.x Pre-FCS Quality Assurance Plan ______________________________________________________ * "Confidential portion has been omitted and filed separately with the Commission."

Examples of Exhibit A-3 in a sentence

  • The terms of the Notes set forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit A-3 are part of the terms of this Indenture.

  • The terms of the Notes set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C and Exhibit D are part of the terms of this Indenture and are incorporated herein by reference.

  • Any transferee, other than the Depositor or an Affiliate thereof, acquiring a Class B Note or an interest therein shall be deemed to have made the representations set forth on the Class B Note (as set forth on Exhibit A-3).

  • During the Second Amendment Period, Provider shall provide the services at the compensation described in the Amended Supplemental Scope of Services (the “Supplemental Services”), attached hereto and incorporated herein as Exhibit A-3, in addition to the Services described in the Existing Agreement.

  • Notes sold in offshore transactions in reliance on Regulation S (each, a “Regulation S Note”) shall be issued in the form of (A) one or more permanent Global Notes in fully registered form (each, a “Regulation S Global Note”), substantially in the form attached hereto as Exhibit A-3 or (B) one or more permanent Definitive Notes in fully registered form (each, a “Regulation S Definitive Note”), substantially in the form attached hereto as Exhibit A-4.

  • The terms of each of the Class A Notes set forth in Exhibit A-1 hereto, the Class B Notes set forth in Exhibit A-2 hereto and the Class C Notes set forth in Exhibit A-3 hereto are part of the terms of this Indenture.

  • Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Administrative Agent, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable.

  • The terms of the Notes set forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-3 and Exhibit A-4 are part of the terms of this Indenture.

  • The terms of the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C and Exhibit D are part of the terms of this Indenture and are incorporated herein by reference.

  • The terms of the Notes set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 are part of the terms of this Indenture.


More Definitions of Exhibit A-3

Exhibit A-3. As defined in this Agreement, "
Exhibit A-3. Commitment Letter” shall have the meaning set forth in the Merger Agreement. “Confidential Information” means all information and materials (including trade secrets, software programs, Intellectual Property, data files, source code, computer chips, system designs and product designs, whether or not marked as confidential, whether furnished before or after the date hereof, whether oral, written or electronic, and regardless of the manner in which it is furnished, together with any notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials) (a) with respect to Merger Partner and Spinco (and members of their respective Groups), that relate to Merger Partner, the Merger Partner Group, the Spinco Group, Spinco Business, any Spinco Assets or any Spinco Liabilities or that was acquired by Remainco or any member of its Group after the Distribution Effective Time pursuant to Article IV or otherwise in accordance with any of the Transaction Documents and (b) with respect to Remainco (and any member of its Group), that relate to the Remainco Group, the Remainco Retained Business, any Remainco Retained Assets or any Remainco Retained Liabilities or that was acquired by Merger Partner (or any member of the Merger Partner Group) after the Distribution Effective Time pursuant to Article IV or otherwise in accordance with any of the Transaction Documents; except for any information or materials that (i) is or becomes generally available to the public other than as a result of disclosure by another Party, any members of its Group or any of its or their Representatives and (ii) is required or requested by applicable Law, Governmental Order or a Governmental Authority to be disclosed after prior notice has been given to the other Party (to the extent such prior notice is permitted to be given under applicable Law); provided that the disclosing Party, to the extent reasonably requested by the other Party, shall cooperate with such other Party in seeking an appropriate order or other remedy protecting such information from disclosure at the cost and expense of such other Party, (iii) is reasonably necessary to be disclosed in connection with any Action or (iv) was or becomes available to such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not bound by a confidentiality agreement with respect to such information. It is u...
Exhibit A-3 means that schedule attached hereto and made a part hereof, consisting of 1 page, which, as of the effective date of the Substituted and Replaced First Amendment, sets forth the acreage descriptions of the leases previously acquired by Red Rock and either active or held by production (the Red Rock Active Leases), and subsequently purchased by AMVEST, consisting of 9,120 acres (57 quarter-section leases).
Exhibit A-3. “Buyer Confidentiality Agreements” means, collectively, (a) that certain letter agreement dated June 26, 2023, between Remainco and Apollo Management X, L.P., as amended by that certain letter agreement, dated July 26, 2024, between Remainco and Apollo Management X, L.P., (b) that certain Clean Team Agreement, dated September 11, 2023, between Remainco and Apollo Management X, L.P., (c) that certain letter agreement dated April 10, 2024 between ▇▇▇▇▇▇ Partner and Apollo Management X, L.P., as amended by that certain letter agreement, dated July 26, 2024, between Merger Partner and Apollo Management X, L.P. and (d) that certain Clean Team Agreement, dated May 22, 2024, between Merger Partner and Apollo Management X, L.P. “Buyer Disclosure Letter” means the Buyer Disclosure Letter that has been prepared by ▇▇▇▇▇ and that has been delivered by ▇▇▇▇▇ to Remainco and ▇▇▇▇▇▇ Partner concurrently with the execution of this Agreement. “Buyer Group” shall have the meaning set forth in the Separation Agreement. “Buyer Material Adverse Effect” means any Effect that, individually or in the aggregate, has or would reasonably be expected to prevent or materially interfere with, materially impair or materially delay the Closing or the ability of Buyer or any Buyer Party to consummate the Equity Sale, the Merger or the Closing. “Buyer Party” means each of Buyer and ▇▇▇▇▇ Sub. “Buyer Regulatory Affiliates” means, collectively, (a) the Buyer Licensing Group and (b) the Ultimate Parent Entity of Buyer for purposes of the HSR Act or, for purposes of the obligations to make Antitrust Filings or FDI Filings, any other Affiliate of such Ultimate Parent Entity or the Guarantors that is required to make any such filing (but solely in the case of this clause (b) for purposes of making any such filing and providing information in connection therewith and not for purposes of any other representation, warranty covenant or agreement in this Agreement). “Buyer Related Parties” means, collectively, Buyer, Buyer Sub, the Buyer Regulatory Affiliates, the Buyer Required Gaming Licensees, any Guarantor, any of their respective Affiliates, any of their and their Affiliates’ respective direct or indirect current, former or future equityholders, partners, members, officers, directors, managers, employees and other Representatives, and their respective assignees. “Buyer Required Gaming Licensees” means (a) AP X Voyager VoteCo, LLC, a Delaware limited liability company (“VoteCo”), and any Entity ...
Exhibit A-3 to Addendum No. 1 to Office Lease Plan of Second Expansion Space EXHIBIT A-3 Seventh Floor Plan Intentionally Deleted

Related to Exhibit A-3

  • Exhibit A means collectively Exhibits A-1 through A-n which incorporate into the Agreement the specific terms and conditions for each TCK licensed hereunder.

  • Exhibit D means the chart attached entitled Planned Fee Deferrals.

  • Exhibit C attached hereto is a graphic representation of the Permanent Easement. In the event of an ambiguity in Exhibit B, Exhibit C may be used to resolve said ambiguity.

  • Exhibit B means [Vendor]’s Response.

  • Exhibit means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the solicitation.