Further Definitions. The following terms have the meaning set forth in the Section s set forth below: Defined Term Location of Definition Agreement Preamble Alternative Transaction § 7.01(a) Antitrust Laws § 7.12(a) Assumed Warrant § 3.01(b)(vii) Annual Financial Statements § 4.07(a) Blue Sky Laws § 4.05(b) 13 Defined Term Location of Definition Certificate of Merger § 2.02(a) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Interested Party Transaction § 4.20(a) Company Permits § 4.06 Company Split Adjustment Recitals Company Warrant § 4.03(b) Confidentiality Agreement § 7.05(b) Contracting Parties § 10.11 COVID-19 Action § 4.08(b) D&O Insurance § 7.06(b) Data Security Requirements § 4.13(j) DGCL Recitals Effect § 1.01 Effective Time § 2.02(a) Environmental Permits § 4.15 ERISA Affiliate § 4.10(c) Exchange Agent § 3.02(a) Exchange Fund § 3.02(a) Exchange Ratio § 3.01(b)(i) Excluded Shares § 3.01(b)(v) Governmental Authority § 4.05(b) Health Plan § 4.10(k) Interim Financial Statements § 4.07(b) Lease § 4.12(b) Lease Documents § 4.12(b) Material Contracts § 4.16(a) Maximum Annual Premium § 7.06(b) Merger Recitals Merger Materials § 7.02(a) Merger Sub Preamble Merger Sub Board Recitals Merger Sub Common Stock § 4.03(g) NGA Preamble NGA Alternative Transaction § 7.01(b) NGA Board Recitals NGA Change in Recommendation § 7.04(a) NGA Closing Statement § 0 NGA D&O Insurance § 7.06(b) NGA Disclosure Schedule Article V NGA Indemnification Agreements § 7.06(e) Defined Term Location of Definition NGA Interested Party Transaction § 5.16 NGA Preferred Stock § 5.03(a) NGA Proposals § 7.04(a) NGA SEC Reports § 5.07(a) NGA Stockholders’ Meeting § 7.04(a) Nomination Agreement Recitals Nonparty Affiliates § 10.11 Outside Date § 9.01(b) Per Share Merger Consideration § 3.01(b)(i) Plans § 4.10(a) PPACA § 4.10(k) Private Placements Recitals Proxy Statement § 7.02(a) QBCA Recitals Redemption Payment § 3.01(b)(vi) Redemption Shares § 3.01(b)(vi) Registration Rights Agreement Recitals Registration Statement § 7.02(a) Remedies Exceptions § 4.04 Representatives § 7.05(a) SEC § 5.07(a) Securities Act § 4.05(b) Sponsor Recitals Subscription Agreements Recitals Surviving Corporation § 2.01 Terminating Company Breach § 9.01(e) Terminating NGA Breach § 9.01(f) Trust Account § 5.12 Trust Agreement § 5.12 Trust Fund § 5.12 Trustee § 5.12
Further Definitions. The following terms have the meaning set forth in the Sections set forth below: Defined Term Location of Definition 2023 Equity Incentive Plan Section 7.5(a) Action Section 4.10 Affected Shareholder Section 3.3(h) AgCentral Recitals Agreement Preamble Antitrust Laws Section 7.13(a) Balance Sheet Section 4.8(a) Blue Sky Laws Section 4.5(b) Certificate of Merger Section 2.2(a) Change in Recommendation Section 7.2 Change in Recommendation Notice Section 7.2 Class A Common Stock Recitals Closing Section 2.2(a) Closing Date Section 2.2(a) Company Preamble Company Acquisition Proposal Section 7.4(a) Company Board Recitals Company Constitution Section 2.4(c) Company Disclosure Schedule Article IV Company Permits Section 4.6 Company Shareholders Recitals Company Split Adjustment Recitals Company Warrant Section 3.1(c)(iv) Confidentiality Agreement Section 7.3(b) Contracting Parties Section 10.11 Contribution Section 4.14(e) Contributor Section 4.14(e) Convertible Financing Recitals Development Agreement Recitals DGCL Recitals D&O Insurance Section 7.6(c) Earnout Shares Section 3.3(a) Effective Time Section 2.2(a) Environmental Permits Section 4.16 Equity Subscription Agreements Recitals ERISA Section 4.11(a) ERISA Affiliate Section 4.11(d) Exchange Act Section 4.23 Exchange Agent Section 3.2(a) Exchange Fund Section 3.2(a) Defined Term Location of Definition Exchange Ratio Section 3.1(b) Existing Convertible Note Conversion Recitals Extension Proposal Section 7.16 Financial Statements Section 4.8(a) Financing Agreements Section 7.8(d) Foreign Plan Section 4.11(k) Fully Diluted Common Stock Section 7.5(a) Governmental Authority Section 4.5(b) IRS Section 3.2(g) Lease Section 4.13(b) Material Contracts Section 4.17(a) MEP Share Conversion Section 3.1(a) Merger Recitals Merger Sub Preamble Merger Sub Board Recitals Nabors Recitals Nabors Lux 2 Recitals Nonparty Affiliates Section 10.11 Noteholder Support and Loan Termination Agreement Recitals Notes Subscription Agreement Recitals Outside Date Section 9.1(b) Outstanding Company Transaction Expenses Section 3.6(a) Outstanding SPAC Transaction Expenses Section 3.6(b) PCAOB Audited Financial Statements Section 7.14 PCAOB Financial Statements Section 7.14 PCAOB Reviewed Financial Statements Section 7.14 Per Share Merger Consideration Section 3.1(c)(ii) PIPE Financing Recitals Plans Section 4.11(a) Pre-Closing Transactions Section 3.1(a) Proxy Statement Section 7.1(a) Redemption Shares Section 3.1(b) Registration Statemen...
Further Definitions. In this Agreement:
Further Definitions. In these terms and conditions (the "Terms") the following expressions shall have the following meanings: CLA - the Copyright Licensing Agency Limited incorporated and registered in England and Wales with company number 1690026 whose registered office is at Saffron House, 0-00 Xxxxx Xxxxxx, London, EC1N US; CLA News Item - any article, or part of an article, extracted from any published edition of a journal, magazine or other periodical containing an item of news or current affairs and provided by the Supplier to the Customer under licence from the CLA whether in paper, facsimile, electronic or any other form and CLA News items shall be construed accordingly; Clip - any or all of a CD Audio Clip, a Digital Audio Clip, a Digital Video Clip and a DVD Video Clip and Clips shall be construed accordingly; Copy - a hard copy, faxed, emailed or web delivered version of a News Item and Copies shall be construed accordingly; Copyright Body - a licensed provider of content including broadcasters, the CLA, the NLA, publishers and partners and Copyright Bodies shall be construed accordingly; Excluded Material - works identified in the list of excluded categories as listed on the CLA's website as may be amended from time to time by the CLA; Item - any or all of: a Clip, a Copy, a News Item, a Transcript provided pursuant to the Services and Items shall be construed accordingly; News Item - a CIA News Item and / or NLA News Item and / or any other item of news or current affairs sourced from any service provider including Copyright Bodies and News Items shall be construed accordingly; NLA - the Newspaper Licensing Agency Limited, incorporated and registered in England and Wales with company number 03003569 whose registered office is at Wellington Gate, 0 & 0 Xxxxxx Xxxx, Xxxxxxxxx Xxxxx, Xxxx, XX0 0XX; NLA News item - (i) any article, column, report or other item in electronic form produced or supplied by a newspaper, magazine or by the NLA or taken from a newspaper or magazine in the form that it appeared in the newspaper or magazine; or (ii) any article from a newspaper or magazine which has been digitally scanned to produce a "read-only" version which cannot be searched or amended; or (iii) a photograph, illustration, graphic, cartoon or other image but not an advertisement and provided by The Supplier to the Customer under licence from the NLA and NLA News Items shall be construed accordingly; Meta-data - headline, byline, publication name, publication section, page ...
Further Definitions. In addition, the following definitions have the meanings in the Clauses corresponding thereto, as set forth below: Definition Clause “Discount” 9.4 “First Approval” 4.1.1 “Manufacturer” 7.1 “Resumption Quarter” 7.6.1 “Second Source” 7.1 “Second Source Quantity” 7.2.1 “Supply Price” 9.3.1 “Technical Agreement” 5.5
Further Definitions. The following terms have the meaning set forth in the Sections set forth below: Defined Term Location of Definition Action § 4.09 Agreement Preamble Alternative Transaction § 7.05(a) Antitrust Laws § 7.13(a) BCAC Preamble BCAC Board Recitals BCAC Closing Statement § 3.06(b)
Further Definitions. The following terms have the meaning set forth in the Sections set forth below: Defined Term Location of Definition 2024 Earnout Shares § 3.07(c)(i) 2025 Earnout Shares § 3.07(c)(ii) 2026 Earnout Shares § 3.07(c)(iii) 2025 Q3 Form 10-Q § 3.07(c)(ii) 2026 Q3 Form 10-Q § 3.07(c)(ii) Action § 4.09 Agreement Preamble Alternative Transaction § 7.05(a) Antitrust Laws § 7.13(a) Assumed Warrant § 3.01(c) Awards § 7.06 Blue Sky Laws § 4.05(b) Business Combination Proposal § 7.05(b) Certificate of Merger § 2.02(a) Defined Term Location of Definition Certificates § 3.02(b) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) Company Preamble Company Board Recitals Company Directors § 2.05(c) Company Disclosure Schedule Article IV Company D&O Tail Insurance § 7.07(b) Company Permits § 4.06 Company Preferred Stock § 4.03(a) Company Share Awards § 4.03(a) Company Stockholder Approval § 4.19 Company Subsidiary § 4.01(a) Company Transaction Expenses § 3.04(a) Confidentiality Agreement § 7.04(b) Contingent Worker § 4.12(h) Contribution § 4.14(e)
Further Definitions. In this Assignment, the following expressions have the meanings given below, unless expressly provided otherwise: Words Meaning Assignor The person named in Section 2 of the First Schedule. Where the Customer and the Assignor are the same person, “the Customer” will be used interchangeably with “the Assignor”. Bank Negara Malaysia Bank Negara Malaysia, a body corporate established under the Central Bank of Malaysia Act, 2009, of Jalan Dato’ Onn, 00000 Xxxxx Xxxxxx and includes any entities assuming the role of the Central Bank of Malaysia. LEG/i-024 DOA(RP)(01/18) Code The Internal Revenue Code of 1986 issued by the US. Customer The person named in the Fourth Schedule. Where the Customer and the Assignor are the same person, “the Customer” will be used interchangeably with “the Assignor”. Event of Default Any of the events or matters as specified in Clause 9.1 herein. Facilities The Islamic financing facilities granted or made available by the Bank to the Customer and includes all other facilities or accommodation granted or made available or agreed to be granted or made available or to be continued to be made available by the Bank to the Customer now or hereafter in accordance with the Letter of Offer and/or the Facility Agreement and where relevant “Facilities” will include any part of such Islamic financing facilities and the outstanding balance from time to time and reference to “Facilities” includes reference to any one of them. Facility Agreement The facility agreement made between the Customer and the Bank in relation to the Facilities or any additional or further facilities or any variation, restructuring, conversion, interchange or substitution of the Facilities and includes any supplemental, amendments and variations made thereto. Group The Bank’s branches, agencies, representative offices, affiliated, associated or related corporations, and their respective officers, servants or agents, whether situated in or out of Malaysia. Indebtedness The aggregate of all monies (whether principal, profit, compensation (Ta’widh), commission, fees, costs or charges) outstanding or payable or agreed to be payable by the Customer and/or any other Security Party to the Bank from time to time in respect of the Facilities or any account and includes all liabilities and obligations incurred by the Customer and/or any other Security Party to the Bank whether present or future, actual or contingent, alone or jointly with any other person and in whatever style or name...
Further Definitions. For the purpose of this AGREEMENT and the ROYALTY OFFSET AGREEMENT and as such terms are used in Sections 1.15 (NET SALES definition) and Section 4 of this AGREEMENT, the term PRODUCT shall mean any and all PATENT PRODUCT and ACCESSORY PRODUCT and the term PROCESS shall mean any and all PATENT PROCESS and ACCESSORY PROCESS.
Further Definitions. The following terms have the meaning set forth in the Sections set forth below: Defined Term Location of Definition 2021 Balance Sheet Section 4.07 Action Section 4.09 Adara Preamble Adara Board Recitals Adara Preferred Stock Section 5.03(a) Adara Proposals Section 7.01(a) Adara SEC Reports Section 5.07(a) Adara Stockholders’ Meeting Section 7.01(a) Agreement Preamble Alternative Transaction Section 7.05 Amended and Restated Adara Insider Agreement Recitals Annual Financial Statements Section 4.07(a) Antitrust Laws Section 7.13(a) Audited Financial Statements Section 7.17 Blue Sky Laws Section 4.05(b) Certificate of Merger Section 2.02(a) Certificates Section 3.02(b) Change of Control Section 3.03(f) Claims Section 6.03 Closing Section 2.02(b) Closing Date Section 2.02(b) Code Section 3.02(h) Company Preamble Company Board Recitals Company Disclosure Schedule Article III Company Permits Section 4.06 Company Stockholder Approval Section 4.18 Company Stockholder Meeting Section 7.03 Confidentiality Agreement Section 7.04(b) Contingent Consideration Shares Section 3.03(a) Continuing Employees Section 7.06(a) Contracting Parties Section 10.11
