Liquidity Exceptions has the meaning set forth in Section 4.1(c).
Bankruptcy and Equity Exception means that this Agreement is, when executed and delivered by such member(s) of the Seller Group and assuming the due authorization, execution and delivery hereof by the members of the Purchaser Group that are (or are contemplated to be) party hereto, will be, legal, valid and binding obligations of such members of the Seller Group enforceable in accordance with their terms, subject to receivership, conservatorship and supervisory powers of bank regulatory agencies, bankruptcy, rehabilitation, liquidation, insolvency reorganization, moratorium, fraudulent transfer, preferential transfer and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally and to general equity principles.
Enforceability Exceptions has the meaning set forth in Section 3.2.
Enforceability Exception has the meaning set forth in Section 3.05.
General Enforceability Exceptions has the meaning set forth in Section 4.1.
Bankruptcy Exceptions means limitations on, or exceptions to, the enforceability of an agreement against a Person due to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or the application of general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.
Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.
Equitable Exceptions means, with respect to the enforceability of any obligation, that such obligation is subject to (a) applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of creditors or other similar state or federal laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance or transfer laws) and judicially developed doctrines in this area, such as equitable subordination and substantive consolidation of entities and (b) equitable principles (whether considered in a proceeding in equity or at law).
Company Equity Plans means (i) the Company’s 2014 Equity Incentive Plan as amended and restated from time to time, (ii) the Company’s 2004 Equity Incentive Plan, as amended and restated from time to time and (iii) the Inference Technologies Group Inc. 2018 Equity Incentive Plan, as amended and restated from time to time.
Parent Equity Awards means Parent Options, Parent DSU Awards and Parent PSU Awards.
Exchange Policies means the policies, bylaws, rules and regulations of the Exchange governing the granting of options by the Company, as amended from time to time;
Equity Plans meanss the stock option and incentive plans adopted and maintained by the Company from time to time.
Parent SEC Documents has the meaning set forth in Section 4.6(a).
Bankruptcy Exception means, in respect of any agreement, contract, commitment or obligation, any limitation thereon imposed by any bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar Law affecting creditors’ rights and remedies generally and, with respect to the enforceability of any agreement, contract, commitment or obligation, by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at Law or in equity.
Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.
Purchaser Plans shall have the meaning set forth in Section 6.6(a)(v).
Company Equity Awards means the Company RSU Awards and the Company PSU Awards.
Prior Plans means, collectively, the Company’s 2006 Long-Term Incentive Plan, as amended, 2009 Long-Term Incentive Plan, 2012 Long-Term Incentive Plan and 2013 Long-Term Incentive Plan. Awards granted under the Prior Plans continue to be governed under the terms of those Prior Plans.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).
Company Equity Plan means any management equity or stock option or ownership plan or any other management or employee benefit plan of the Company or any Subsidiary of the Company.
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.
Customary Recourse Exceptions means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.
Benefit Plans shall have the meaning set forth in Section 3.13(a).
exchange policy means Exchange Policy 4.6 - Public Offering by Short Form Offering Document and Exchange Form 4H - Short Form Offering Document, of the TSX Venture Exchange as amended from time to time;
Remedies Exception means the extent to which enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Canadian Benefit Plans means all material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Credit Party having employees in Canada.