Execution Version. “Subsidiary” means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity of which (A) more than 50% of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the Company. “Trading Day” means a day on which the principal Trading Market is open for trading. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTCQB, the OTCQX, or the OTC Pink Marketplace (or any successors to any of the foregoing). “Transaction Documents” means this Agreement, the Notes and any other documents or agreements executed in connection with the transactions contemplated hereunder, including, but not limited to, the documents referenced in Section 2.3(a). “Transfer Agent” means Colonial Stock Transfer Company, Inc., and any successor transfer agent of the Company. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if prices for the Common Stock are then reported on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common Stock on the first su...
Execution Version. “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference to a particular provision of the Code or a treasury regulation promulgated pursuant to the Code means, where appropriate, the corresponding provision of any successor statute or regulation. “Common R&D Agreement” means the Amended and Restated Common R&D and Participation Agreement, dated as of the Effective Date, between Toshiba and SanDisk Corporation. “Companies Act” means the Companies Act (Kaisha-ho), Law No. 86 of July 26, 2005, as may be amended hereafter and in effect as at any time. “Control” (including its correlative meanings “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). “Cross License Agreement” has the meaning given in the Master Agreement. “Effective Date” means July 7, 2006. “Environmental Indemnification Agreement” means the Amended and Restated Mutual Contribution and Environmental Indemnification Agreement, dated as of the Effective Date, between Toshiba and SanDisk Corporation. “Event of Default” means, with respect to a Party, the occurrence or existence of any of the following events or conditions which remains uncured for sixty (60) days following receipt by such Party of written notice thereof: (a) a Bankruptcy Event in respect of such Party or any Person of which such Party is a Subsidiary; or (b) the breach by such Party of its covenant in Section 9.1 of the FA Operating Agreement or the breach by such Party of its covenant in Section 5.1(b) of the Master Agreement, provided that a Change of Control of a Party shall not be deemed an Event of Default. “FA Foundry Agreement” means the Foundry Agreement, dated as of the Effective Date, between Flash Alliance and Yokkaichi. “FA Operating Agreement” means the Operating Agreement, dated as of the Effective Date, between Toshiba and SanDisk Ireland. “FA Operative Documents” has the meaning given in the Master Agreement. “Fiscal Quarter” means, unless changed by the Board of Directors, a calendar quarter.
Execution Version has the meaning given to it in clause 1.5;
Examples of Execution Version in a sentence
For the avoidance of doubt the authorised representative of the Awardee and, if applicable, of the SPV must be present in Panama to sign the Execution Version and, if applicable the Assignment and Acceptance Agreement.
The amount of the Per Movement Fee proposed by a Prequalified Party will, if that Prequalified Party becomes the Awardee, be binding on such Prequalified Party or its SPV (whichever is the Concessionaire) from the Award Date and will be included in the definition of "Per Movement Fee" in the Execution Version signed by the ACP and the Concessionaire.
The ACP confirms that no stamp tax shall be due or chargeable in Panama in respect of the execution of the Execution Version or implementation of the Contract (including any assignment subject to and in accordance with clause 16.2 of the Concession Agreement/Execution Version).
The Financial Components proposed by the Awardee shall be inserted in the Execution Version.
This RFP including its Schedules (including the Concession Agreement), the RFQ, the Statement of Qualifications provided by the Awardee, the Binding Offer provided by the Awardee, the Award and the Execution Version (but excluding for the avoidance of doubt any of the documents included in the VDR) shall constitute the " Contract".
More Definitions of Execution Version
Execution Version. Agreement" means this facilities agreement, as it may be amended, supplemented and varied from time to time, including its Schedules and any Transfer Certificate. "Approved Broker" means each of Fearnleys, Clarksons Platou, Nordic Shipping, Affinity, Xxxxxxx Xxxxxx Xxxxx or such other independent and internationally reputable shipbroker(s) as may be approved in writing by the Agent. "Approved Manager" means: a) Xxxxxxxx Xxxxxxx Shipmanagement; b) any company within the Group or the Seatankers Group; or c) any other management company acceptable to the Majority Lenders from time to time as the technical and/or commercial manager of the Vessel, such consent not to be unreasonably withheld or delayed. "Approved Ship Registry" means each of the Xxxxxxxx Islands, the Norwegian International Ship Registry (NIS), Liberia or such other international ship registry as may be approved in writing by all the Lenders. "Approved Classification Society" means each of DNV GL, Lloyds Register, American Bureau of Shipping (ABS), Bureau Veritas or such other IACS classification society as may be pre-approved in writing by all the Lenders, such approval not to be unreasonably withheld or delayed. "Assignment of Earnings and Charterparties" means a first priority assignment granted or to be granted by the Borrower in favour of the Security Agent (on behalf of the Finance Parties) of any of the Borrower's (i) rights, titles and interests to any Earnings, and (ii) in respect of any charterparty for the Vessel with a firm term (excluding options) exceeding twelve (12) months, its rights, titles and interests to same, to be in form and substance acceptable to the Security Agent. "Assignment of Hedging Claims" means a first priority assignment granted or to be granted by the Borrower in favour of the Security Agent (on behalf of the Finance Parties) of the Borrower's rights, titles and interests under any Hedging Agreements related to the Facilities, to be in form and substance acceptable to the Security Agent. "Assignment of Insurances" means a first priority assignment granted or to be granted by the Borrower in favour of the Security Agent (on behalf of the Finance Parties) of the Insurances relating to the Vessel, to be in form and substance acceptable to the Security Agent. "Assignment of Intercompany Loans" means a first priority assignment of any claims against the Borrower from any Guarantor, and any claims against any Guarantor from the Borrower, in favour of the Security A...
Execution Version. Change of Control" means the occurrence of any of the following events: a) any company controlled directly or indirectly by the Xxxx Xxxxxxxxxx Family ceases to own directly minimum 25% of the shares and the voting rights of the Ultimate Parent; or b) without the prior written approval of the Majority Lenders, any individual person or more persons acting in concert (other than any company controlled directly or indirectly by the Xxxx Xxxxxxxxxx Family) have the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of the Ultimate Parent or becomes owners of 1/3 or more of the voting shares of the Ultimate Parent; or c) the Ultimate Parent ceases to own directly 100% of the shares in the Intermediate Parent; or d) the Intermediate Parent ceases to own directly 100% of the shares in the Borrower, excluding in the event of a disposal of such shares in accordance with Clause 7.2 (Disposal or Total Loss), in which case that clause shall apply. "Code" means the US Internal Revenue Code of 1986 (as amended). "COFR" means the U.S. Certificate of Financial Responsibility program (as in effect from time to time), based on the U.S. Oil Pollution Act of 1980. "Commitment" means a) in relation to a Facility, the amount set out under the heading of such Facility in Schedule 1 (The Original Lenders and Commitments); b) in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 (The Original Lenders and Commitments) and the amount of any other Commitment transferred to it under this Agreement; and c) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "Compliance Certificate" means a certificate substantially in the form as set out in Schedule 5 (Form of Compliance Certificates). "Confidential Information" means all information relating to the Obligors, the Group, the Finance Documents or the Facilities of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facilities from either: a) the Obligors or any of their respective advisers; or b) another Finance Party, if the information was obtained by that Finance Pa...
Execution Version. Insurances" means, in relation to the Vessel, all insurance policies and contracts of insurance (which expression includes all entries of the Vessel in a protection and indemnity or war risk association) which are from time to time during the Security Period in place or taken out or entered into by or for the benefit of the Borrower (whether in the sole name of the Borrower or in the joint names of the Obligors and any other person) in respect of the Vessel or otherwise in connection with the Vessel and all benefits thereunder (including claims of whatsoever nature and return of premiums). "Interest Payment Date" means the last Business Day of each Interest Period. "Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods), and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest). "Interpolated Screen Rate" means, in relation to LIBOR for any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between: a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan, each as of 12:00 hours on the Quotation Day for USD. "ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention. "ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002. "Xxxx Xxxxxxxxxx Family" means Xx. Xxxx Xxxxxxxxxx, his direct lineal descendants, the personal estate of any of them and/or any trust created for the benefit of any of the aforementioned persons or their estates. "Lender" means: a) any Original Lender; and b) any New Lender, which in each case has not ceased to be a Party in accordance with the terms of this Agreement. "LIBOR" means, in relation to any Loan: a) the applicable Screen Rate; or b) (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or c) if: 10127241/1 12
Execution Version. Sterna RCF" means the revolving credit facility currently in the amount of USD 270,000,000 made available to the Intermediate Parent (as borrower) by Sterna Finance Ltd. (as lender) pursuant to a facility agreement dated 7 March 2017, as amended from time to time. "Sterna Subordination Statement" means a subordination statement in form and substance acceptable to all Lenders, to be entered into between Sterna Finance Ltd. (as lender under the Sterna RCF) and the Agent (on behalf of the Finance Parties), pursuant to which Sterna Finance Ltd. irrevocably fully subordinates its rights and claims against the Intermediate Parent to the rights and claims of the Finance Parties under the Finance Documents. "SMC" means a valid safety management certificate issued for the Vessel pursuant to paragraph 13.7 of the ISM Code. "SMS" means a safety management system for the Vessel developed and implemented in accordance with the ISM Code and including the functional requirements duties and obligations that follow from the ISM Code. "Subsidiary" means an entity from time to time of which a person: a) has direct or indirect control; b) or owns directly or indirectly more than fifty per cent. (50.00%) (votes and/or capital), and for the purpose of paragraph a) above, an entity shall be treated as being "controlled" by a person if that person is able to direct its affairs and/or control either directly or indirectly, the composition of its board of directors or equivalent body. "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). "Term Loan Facility" means the senior secured term loan facility provided pursuant to the terms of this Agreement as described in Clause 2.1 (The Facilities) "Total Commitments" means the aggregate of the Commitments in respect of both Facilities, being USD 100,000,000 at the date of this Agreement. "Total Loss" means, in relation to the Vessel: a) the actual, constructive, compromised, agreed, arranged or other total loss of the Vessel; b) any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons purporting to be or to represent a governmental or official authori...
Execution Version. VAT" means value added tax and any other tax of similar nature. "Vessel" means the vessel set out in Schedule 7 (Vessel). "Write-down and Conversion Powers" means: a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and b) in relation to any other applicable Bail-In Legislation: (i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and (ii) any similar or analogous powers under that Bail-In Legislation. 1.2
Execution Version. Air Lease Corporation Page 1 of 158 A350XWB Family Purchase Agreement – Ref. CLC-CT1103521 For MANUFACTURER’S SPECIFICATION CHANGE NOTICE MSCN Number Issue Dated Page (SCN) Title : Description : Effect on weight : · Manufacturer’s Weight Empty change : · Operational Weight Empty change : · Allowable Payload change : Remarks / References Specification changed by this SCN Price per aircraft US DOLLARS: AT DELIVERY CONDITIONS: This change will be effective on AIRCRAFT N° and subsequent. Provided approval is received by Buyer approval Seller approval By : By : Date : Date : EXECUTION VERSION – Air Lease Corporation Page 2 of 158 A350XWB Family Purchase Agreement – Ref. CLC-CT1103521 For MANUFACTURER’S SPECIFICATION CHANGE NOTICE MSCN Number Issue Dated Page (SCN) Specification repercussion: After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording will read as follows:
Execution Version. Air Lease Corporation Page 3 of 158 A350XWB Family Purchase Agreement – Ref. CLC-CT1103521 For MANUFACTURER’S SPECIFICATION CHANGE NOTICE MSCN Number Issue Dated Page (SCN) Scope of change (FOR INFORMATION ONLY)