FOAEC Units definition

FOAEC Units means Class A Units of FOAEC. “Fraud” means knowing and intentional fraud with respect to the making of the representations and warranties expressly set forth in this Agreement or any certificate delivered in connection herewith. “GAAP” means generally accepted accounting principles as in effect in the United States, consistently applied. “Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, administrative agency, commission, stock exchange or other governmental official, authority or instrumentality (including any legislature, commission, regulatory administrative authority, governmental agency, bureau, branch or department). “Incentive Plan” means the Company’s 2021 Omnibus Incentive Plan, as may be amended, supplemented or modified from time to time. “Investment Company Act” means the Investment Company Act of 1940, as amended. “Law” means any order, law, statute, regulation, rule (including interpretive rules), ordinance, writ, injunction, directive, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by, or any stipulation or requirement of, or binding agreement with, any Governmental Entity, as in effect at the applicable time. “LTIP” means the Amended and Restated UFC Holdings LLC Management Long- Term Incentive Plan, as may be amended, supplemented or modified from time to time. “Material Adverse Effect” means any event, change, development, circumstance, condition, state of facts or occurrence that individually or in the aggregate is, or would reasonably be expected to be, materially adverse to (a) the condition (financial or otherwise), assets, properties, or liabilities of the Company and its Subsidiaries (taken as a whole) or results of operations of the Company and its Subsidiaries (taken as a whole), or (b) the ability of the
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FOAEC Units means Class A Units of FOAEC.
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FOAEC Units means Class A Units of FOAEC. “Fraud” means the actual and intentional fraud (and not, in any event, constructive or reckless fraud) of Seller, the Seller Principal or a Buyer Party (as applicable) with respect to the making of the representations and warranties expressly set forth in Article III or Article IV of this Agreement, the MSR Purchase Agreement, the Mortgage Loan Purchase Agreement or any Ancillary Agreement or any certificate or other instrument delivered pursuant to any of the foregoing, with actual knowledge by such Person making the representations or warranties of a breach, misrepresentation, inaccuracy or omission when such representations and warranties were made by such Person and with the express intention that another Party would rely thereon and such other Party relied thereon to such Party’s detriment. “GAAP” means United States generally accepted accounting principles, consistently applied and as in effect at the time to which the related reference to such principles pertains. “Xxxxxx Xxx Consent” has the meaning ascribed thereto under the MSR Purchase Agreement. “Governmental Approvals” has the meaning specified in Section 5.3(a)(ii). “Governmental Authority” means any United States federal, state or local or any supra-national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body, board, department, instrumentality or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body. “Governmental Permits” has the meaning specified in Section 3.8. “Inactive Business Employee” means a Business Employee who is not actively at work as of the Closing Date due to workers compensation, furlough, short-term disability, long- term disability, or any other approved continuous leave of absence (excluding paid-time off or other intermittent leave). “Indebtedness” means any of the following (without duplication): (a) indebtedness or liability for borrowed money; (b) obligations evidenced by notes, bonds, debentures or similar instruments; (c) obligations to pay the deferred purchase price of property or services (except trade accounts payable, amounts owed to employees and other current Liabilities arising in the ordinary course of business that are not more than thirty (30) days past due);
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Examples of FOAEC Units in a sentence

  • The Company, directly or indirectly, owns of record and beneficially, free and clear of all liens, all of the issued and outstanding capital stock or equity interests of each of its Subsidiaries, except FOAEC, in which it owns, directly or indirectly, 63,366,779 FOAEC Units as of the Capitalization Date.

  • During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock, other than the conversion of 8,0000,000 FOAEC Units into an equal number of shares of Class A Common Stock on December 29, 2023.

  • Pursuant to the Asset Purchase Agreement, among other conditions, until such time in which certain consents, approvals, authorizations and waivers are satisfied, the Issuer may not issue FOAEC Units to Bloom Retirement Holdings Inc.

  • The Class B Common Stock has no economic rights but entitles each holder to a number of votes equal to the total number of FOAEC Units held by such holder.

  • As described in Item 4 above, the total securities above represents the maximum number of FOAEC Units that may be issued pursuant to the Asset Purchase Agreement.

  • Rather, upon joining the Medicare program, providers gain a statutory entitlement to reimbursement.

  • Represents the maximum number of FOAEC Units that may be issued pursuant to the Asset Purchase Agreement, dated as of December 6, 2022 (as amended, including by the Amendment Agreement, dated as of March 31, 2023, the "Asset Purchase Agreement").

  • Except as set forth in the forms, statements, certifications, reports and documents filed or furnished by FOA with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, or the Securities Act on or prior to the date of this Agreement: (a) As of the close of business on November 18, 2022 (the “FOAEC Capitalization Date”), there were 187,820,080 FOAEC Units issued and outstanding.

  • Investment in FOAEC Units ...................................................................

  • From the close of business on the FOAEC Capitalization Date to the date hereof, FOAEC has not issued any FOAEC Units, other than from time to time in connection with the settlement of Restricted Stock Units (as defined in the FOA 2021 Omnibus Incentive Plan).

Related to FOAEC Units

  • LLC Units has the meaning set forth in the LLC Agreement.

  • Class C Units means the Class C Units of the Company.

  • Units means the units of the Company, each comprised of one share of Common Stock and one-half of one Warrant.

  • Common Units means common units representing limited partner interests in the Partnership.

  • public units means the state or a political subdivision or instrumentality of the state including a county, school corporation, special district, drainage district, unincorporated town or township, municipality, or municipal corporation or any agency, board, or commission of the state or a political subdivision; any court or public body; an electric power agency; federal and state grant moneys of a quasi-public state entity under Iowa Code section 12C.1, subsection (2e), and this chapter. Public units additionally include, but are not limited to:

  • Company Units has the meaning set forth in the Recitals.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Incentive Units means those Partnership Interests described in Section 2 of the Incentive Unit Agreement.

  • Class B Units means the Class B Units of the Company.

  • Membership Units means the units into which the ownership interests of the Members in the Company are divided, including such Member’s Economic Interest and the right of such Member to any and all benefits to which such Member may be entitled as provided in this Agreement or under the Act, together with the obligation of such Member to comply with all of the provisions of this Agreement and of the Act.

  • Core Units means such Units of the Trust that are issued to Core Investors with the condition that these are not redeemable for a period of two years from the close of the First Offer Period. Such Units are transferable with this condition, but otherwise shall rank pari passu with all other Units, save for this restriction. Any transfer of the Core Units, during the first two years of their issue as mentioned herein, shall be affected only on the receipt by the Registrar of a written acceptance of this condition by the transferee.

  • Initial Common Units means the Common Units sold in the Initial Offering.

  • OP Units means units of limited partnership interest in the Operating Partnership.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Initial Units means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of this Agreement.

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Series A Units means Series A currency hedged mutual fund units or Series A non-currency hedged mutual fund units of a fund, as applicable.

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Class A Common Units means the Company's Class A Common Units.

  • Preferred Units means a Partnership Interest, including the Series A Preferred Units, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any Liquidation Event, over Common Units.

  • Class B Common Units has the meaning set forth in Section 1(a) hereof.

  • Over-Allotment Units means the additional number of Private Units the Sponsor will be required to purchase in the event that the underwriters in the Company’s initial public offering exercise their over-allotment option, as described in the prospectus relating to the Company’s initial public offering.

  • Vested Units means those Units listed as vested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.