DEFINITIONS 44 Clause Samples
DEFINITIONS 44. Section 12.1 Definitions 44 Section 12.2 Principles of Construction 50 A Form of Bank Plan of Merger B Form of Voting and Support Agreement Acquisition Proposal 49 Adverse Recommendation 33 Affiliate 49 Agreement 1 Articles of Merger 2 Bank 49 Bank Merger 49 Bank Plan of Merger 2 Business Day 49 Cash Election 5 Cash Election Shares 5 Cash Election Threshold 5 CIC Payment 49 Closing 1 Closing Date 1 Code 1 Company 1 Company Articles of Incorporation 49 Company Benefit Plan 49 Company Board 49 Company Bylaws 49 Company Capital Stock 50 Company Capitalization Date 9 Company Common Stock 50 Company Deferred Restricted Stock Unit 7 Company Director 2 Company Disclosure Schedules 55 Company Employees 31 Company ERISA Affiliate 50 Company Evaluation Date 11 Company Financial Statements 10 Company Investment Securities 20 Company Loans 13 Company Material Contract 18 Company Permitted Exceptions 12 Company Preferred Stock 9 Company Regulatory Reports 50 Company Restricted Stock Award 7 Company Restricted Stock Unit 7 Company SEC Reports 50 Company Shareholder Approval 50 Company Shareholders Meeting 32 Company Stock Certificates 3 Company Stock Option 7 Company Stock Plans 50 Company Subordinated Note Indentures 50 Company Trust Debentures 1 Company Trust Preferred Securities 1 Company Trusts 50 Confidentiality Agreement 29 Contemplated Transactions 50 Contract 50 Control, Controlling or Controlled 50 Conversion Fund 3 Covered Employees ▇▇ ▇▇▇ ▇▇ Deposit Insurance Fund 50 Derivatives Contract 21 Determination Date 45 DOL 50 Effective Time 2 Election Deadline 5 Election Form 5 Environment 51 Environmental Laws 51 ERISA 51 Exchange Act 51 Exchange Agent 3 Exchange Ratio 3 Expenses 36 FDIC 51 Federal Reserve 51 Fill Option 45 Final Index Price 45 Final Price 45 GAAP 51 Hazardous Materials 51 IIS 22 Indemnification Proceeding 36 Indemnified Employee 36 Indemnified Party 36 Index 45 Index Ratio 46 Initial Index Price 45 Initial Price 46 Intangible Assets 51 Internal Control Over Financial Reporting 11 IRS 51 IRS Guidelines 40 Joint Proxy Statement 51 Knowledge 51 Legal Requirement 51 Letter of Transmittal 4 Material Adverse Effect 51 Merger 1 Merger Consideration 3 Mixed Election 5 Nasdaq Rules 52 New Plans 40 Nicolet 1 Nicolet Articles of Incorporation 52 Nicolet Bank 52 Nicolet Benefit Plan 52 Nicolet Board 52 Nicolet Bylaws 52 Nicolet Capital Stock 52 Nicolet Capitalization Date 24 Nicolet Common Stock 52 Nicolet Common Stock Price 52 Nicolet Disclosure Schedules 55...
DEFINITIONS 44. ARTICLE 10 GENERAL 56 Section 10.1 Binding Effect; Benefits; Assignment 56 Section 10.2 Entire Agreement 56 Section 10.3 Amendment and Waiver 56 Section 10.4 Governing Law; Exclusive Jurisdiction 56 Section 10.5 WAIVER OF TRIAL BY JURY 57 Section 10.6 Notices 57 Section 10.7 Execution and Delivery of Agreement 58 Section 10.8 Expenses 59 Section 10.9 Headings; Construction; Time of Essence 59 Section 10.10 Partial Invalidity 59 Section 10.11 Certain Disclosure Matters 60 This Equity Purchase Agreement (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”) is made as of March 29, 2024, by and among J▇ ▇▇▇▇▇▇ Leasing USA Holdings, Inc., a Delaware corporation (“Buyer”), the owners of all of the issued and outstanding equity securities of Oakmont Capital Holdings LLC, a Pennsylvania limited liability company (the “Company”) identified as “Sellers” on the signature pages hereto (collectively, “Sellers” and each, a “Seller”), solely for the limited purposes expressly set forth herein, J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D▇▇▇▇ ▇. ▇▇▇▇, and M▇▇▇▇ ▇. ▇▇▇▇ (collectively, “Seller Principals” and each, a “Seller Principal”). Buyer, Sellers, and Seller Principals (or any Seller or Seller Principal) are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Each capitalized term used in this Agreement and not otherwise defined has the meaning set forth in Article 9. The Company is engaged in the business of, among other things, originating or acquiring lease, loan, equipment purchase and sale or other finance transactions and servicing directly or indirectly such transactions owned by others (the “Business”). Buyer desires to purchase from Sellers, and Sellers desire to sell to Buyer, all of the issued and outstanding equity securities of the Company (collectively, the “Interests”) on the terms and subject to the conditions of this Agreement. Accordingly, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the Parties agree as follows:
DEFINITIONS 44. (a) For the purpose of this clause child means a child of the employee under school age except for adoption of a child where child means a person under school age who is placed with the employee for the purposes of adoption, other than a child or step-child of the employee or of the spouse of the employee or a child who has previously lived continuously with the employee for a period of six months or more.
(b) For the purposes of this clause spouse includes a de facto or former spouse.