Reorganization Agreement has the meaning set forth in the recitals.
Formation Agreement has the meaning attributed to it in Recital A;
Recapitalization Agreement shall have the meaning set forth in the Recitals.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.
Factoring Agreement means any factoring agreement by and between Borrower and/or any Restricted Subsidiary and a Factor.
Traditional member of the National Guard or federal reserves means an active member of the Selected Reserve subject to mobilization and deployment for which he or she attends monthly and annual training periods.
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Investment Agreements has the meaning set forth in the Recitals.
Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.
Combination Agreement has the meaning in the recitals hereto.
Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.
Acquisition Agreements has the meaning specified in the Recitals.
Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.
Treasury Management Agreement means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
Capitalization grant means the federal grant made to this state by the United States environmental protection agency for either of the following purposes:
Designation Agreement means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Agent, in substantially the form of Exhibit D hereto.
Debt to Capitalization Ratio means the ratio of (a) Consolidated Funded Debt to (b) Consolidated Capitalization.
Transaction Agreement has the meaning set forth in the recitals.
Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.
Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.
Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Investment Agreement shall have the meaning set forth in the Recitals hereto.
Total Capitalization means, on any date, the sum of (a) Total Debt and (b) the Net Worth on such date.
Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes.
Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).