DEFINITIONS AND CONSTRUCTION 1. Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1
DEFINITIONS AND CONSTRUCTION 1. 1.1 STRUCTURE 1
DEFINITIONS AND CONSTRUCTION 1. 1.1 Structure 1 1.2 Defined Terms 1 1.3 Interpretation 2
DEFINITIONS AND CONSTRUCTION 1. Section 1.1 Definitions 1 Section 1.2 Additional Defined Terms 9 Section 1.3 Construction 10 ARTICLE 2 THE TRANSACTION 10 Section 2.1 Sale and Purchase of Shares 10 Section 2.2 Purchase Price 11 Section 2.3 Closing Date Adjustment 11 Section 2.4 Post-Closing Adjustment 11 Section 2.5 Closing 14 Section 2.6 Closing Deliveries 14
DEFINITIONS AND CONSTRUCTION 1. Section 1.1 Definitions 1 Section 1.2 Additional Defined Terms 6 Section 1.3 Construction 8
DEFINITIONS AND CONSTRUCTION 1. 1 Definitions For the purposes of this Agreement and the Ancillary Agreements: “2023 Earn-Out Period” means the twelve (12) month period ending February 29, 2024. “2023 Earn-Out Criteria” means, for the 2023 Earn-Out Period, (i) the 2023 Net Margin equals or exceeds the Requisite Net Margin and (ii) the 2023 Revenue equals or exceeds 105% of the 2023 Reference Revenue. “2023 Earn-Out Payment” means an amount equal to $1,250,000 plus an additional $2,500 for every 0.01% (as a percentage of the 2023 Reference Revenue) that the 2023 Revenue exceeds 105% of the 2023 Reference Revenue up to a maximum amount of $5,000,000 (as further adjusted, on a proportional basis, pursuant to Section 9.6(d)). For the avoidance of doubt, the 2023 Earn-Out Payment will equal $5,000,000 if the 2023 Revenue equals or exceeds 120% of the 2023 Reference Revenue. “2023 Net Margin” means the Net Margin for the Business for the 2023 Earn-Out Period. “2023 Reference Revenue” means the revenue of the Business for the twelve (12) month period ending February 28, 2023.
DEFINITIONS AND CONSTRUCTION 1. Section 1.01. Definitions 1 Section 1.02. Other Definitions 26 Section 1.03. Rules of Construction 27 ARTICLE 2 NOTES 27 Section 2.01. Form and Dating 27 Section 2.02. Execution and Delivery 27 Section 2.03. Payment to Holders 28 ARTICLE 3 REDEMPTION 28 Section 3.01. Notices to Holders 28 Section 3.02. Selection of Notes to be Redeemed 28 Section 3.03. Notice of Redemption 28 Section 3.04. Effect of Notice of Redemption 29 Section 3.05. Deposit of Redemption Price 29 Section 3.06. Notes Redeemed in Part 29 Section 3.07. Optional Redemption 30 Section 3.08. Mandatory Redemption 30 Section 3.09. Offer to Purchase by Application of Excess Proceeds 30 Section 3.10. Qualified High Yield Bond Offering 32 ARTICLE 4 COVENANTS 33 Section 4.01. Payment of Notes 33 Section 4.02. Maintenance of Office or Agency 33 Section 4.03. Reports 34 Section 4.04. Compliance Certificate 35 Section 4.05. Taxes 35 Section 4.06. Stay, Extension and Usury Laws 35 Section 4.07. Limitation on Restricted Payments 35 Section 4.08. Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries 39 Section 4.09. Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock 41 Section 4.10. Limitation on Asset Sales 44 Section 4.11. Limitation on Transactions with Affiliates 45 Section 4.12. Limitation on Liens 47 Section 4.13. Additional Subsidiary Guarantees 47 Section 4.14. Corporate Existence 47 Section 4.15. Offer to Repurchase Upon Change of Control 48 Section 4.16. No Inducements 50 Section 4.17. Permitted Business Activities 50 Section 4.18. Sale and Leaseback Transactions 50 Section 4.19. Covenant Suspension 51 Section 4.20. Designation of Restricted and Unrestricted Subsidiaries 51
DEFINITIONS AND CONSTRUCTION 1. Section 1.1.
DEFINITIONS AND CONSTRUCTION 1. 1 DEFINITIONS Whenever used in the Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the term is capitalized. (a) "Base Salary" means the aggregate amount the Employee is entitled to receive as wages or salary on an annualized basis, payable by the Company and/or any affiliate of the Company, as consideration for the Employee's services (regardless of whether the Employee elects or has elected to defer receipt of all or any portion thereof). (b) "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (c) "Bonus Amount" means, with respect to the Employee, the average of the aggregate amounts paid or payable to the Employee by the Company or any affiliate of the Company as cash bonuses and/or cash incentive compensation with respect to each of the three most recently completed fiscal years prior to the year in which the Employee becomes entitled to a Severance Payment, or if higher, with respect to each of the three most recently completed fiscal years prior to the year of the Change of Control (in either case, regardless of whether the Employee elects or has elected to defer receipt of all or any portion thereof). (d) "Business Combination" shall mean any reorganization, merger, share exchange or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity. (e) "Change of Control" shall mean: 2 (i) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) becomes the Beneficial Owner of 30% or more of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (IV) any acquisition pursuant to a transaction which c...
DEFINITIONS AND CONSTRUCTION 1. 1 Defined Terms The following terms used in this Agreement shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Agreed Price" shall have the meaning ascribed to such term in Section 5.2 below. "Agreement" shall have the meaning ascribed to such term in the Preamble. "Approved Discount Upper Limit" shall have the meaning ascribed to such term in Section 7.3.5 below. "Approved Discount" shall have the meaning ascribed to such term in Section 7.3.3 below. "Approved Rebate Upper Limit" shall have the meaning ascribed to such term in Section 7.3.2 below. "Approved Rebate" shall have the meaning ascribed to such term in Section 7.3.1 below. "Business Day" means any regular working day that is not Saturday, Sunday, a legal holiday or other day on which banks are required to be closed in ____________________. "Cabinets" shall have the meaning ascribed to such term in Section 3.1.1 below. "Company Computer" means the Company's computers located in the Office (as defined below). <PAGE> "Company's Share" shall have the meaning ascribed to such term in Section 0 below. "Company" shall have the meaning ascribed to such term in the Preamble. "Discount Sales" shall have the meaning ascribed to such term in Section 7.3.4.1 below. "Employee Discount Sales" shall have the meaning ascribed to such term in Section 7.3.4.2 below. "Energy Costs" shall have the meaning ascribed to such term in Section 4.4.9 below. "First Installation Date" shall have the meaning ascribed to such term in Section 3.2 below. "Gross Revenue" means all revenue on the basis of the Product (as defined below) billing data recorded by the Company Computer, calculated on the basis of consumption of Products, multiplied by the Agreed Price for those Products, before deduction of Approved Rebates and/or Approved Discounts. "Hotel's Share" shall have the meaning ascribed to such term in Section 0 below. "Hotel" shall have the meaning ascribed to such term in the Preamble. "_______" shall have the meaning ascribed to such term in the Preamble. "Incorporation Documents" means the documents by which the specified Party establishes its legal existence or which govern its internal affairs. "Industry Standards" shall have the meaning ascribed to such term in Section 4.1 below. "Initial Term" shall have the meaning ascribed to such term in Section 8.1 below. "Injured Party" shall have the meaning ascribed to such term in Section 8.4 ...
