EXECUTION VERSION 6 definition
EXECUTION VERSION 6. Paying Agent" means Shieldpay Limited; “Payment Date” has the meaning given in Clause 10.2; “Payroll Tax” has the meaning given in Part A of Schedule 5; “Permitted Leakage” means the following payments, costs, accruals, expenses or liabilities of a Target Company, to the extent made in the period from (and excluding) the Locked Box Accounts Date up to (and including) the date of Completion: (a) any payment by any Target Company of salaries, benefits, bonus, incentive payments and all other emoluments and properly and reasonably incurred expenses, made to or for the benefit of a Seller as an employee or director of any Target Company to the extent such payments are made (i) in the ordinary course of business; (ii) in accordance with past practice; and/or (iii) in accordance with the terms of that Seller's employment, together with any associated employer Payroll Tax (up to an aggregate maximum amount of £225,552 per calendar month); (b) any payment specifically provided for in the Locked Box Accounts or the Purchase Price Schedule; (c) any payment made or agreed to be paid or payable or action taken, in each case in direct satisfaction of an obligation of a Seller under this Agreement or any of the documents referred to in this Agreement as being in the Agreed Form (other than any payment of or in respect of Tax (or any action giving rise to Tax) or in connection with any matter undertaken at the written request of the Purchaser; (d) any amounts waived by the Target, owed to the Target by any Seller, in respect of loans made by the Target to such Sellers in relation to the exercise of share options, to a maximum aggregate sum of £17,000; (e) rent in the amount of £1,650 per month and other charges paid or payable by the Target to the spouse of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ in respect of the lease over 26 ▇▇▇▇▇▇▇ Close, London; and (f) payment by a Target Company of any professional or legal costs or expenses relating to the sale of the Target Shares being (i) legal fees in the amount of £38,519.40 (inclusive of any VAT) paid on 17 October 2023; (ii) advisory fees in the amount of £704,963.80 payable to Price Waterhouse Coopers (inclusive of any VAT) and (ii) Data Room and accountancy support fees in the amount of £50,400 (inclusive of any VAT). "Preference Shares” means the preference shares of $4.00 each in the capital of the Target, having such rights as set out in the Articles; "Preference Shares B” means the preference shares B of $4.00 each in the capital of ...
EXECUTION VERSION 6. “Final Index Price” has the meaning set forth in Section 8.01(g). “FRB” means the Board of Governors of the Federal Reserve System. “GAAP” means generally accepted accounting principles in the United States, consistently applied. “Governmental Authority” means any court, arbitration panel, administrative agency or commission or other federal, state or local governmental authority or instrumentality (including, without limitation, any Regulatory Authority). “Group” has the meaning set forth in Section 13(d) under the Exchange Act. “Hazardous Materials” means, collectively, (a) any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and regulations promulgated thereunder, (b) any “hazardous waste” as defined by the Resource Conservation and Recovery Act, as amended through the date hereof, or regulations promulgated thereunder, and (c) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or substance within the meaning of any applicable federal, state or local law relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material. “Initial City Market Value” has the meaning set forth in Section 8.01(g). “Indenture” has the meaning set forth in Section 5.01(b)(iii). “Index” has the meaning set forth in Section 8.01(g). “Index Ratio” has the meaning set forth in Section 8.01(g). “Information” has the meaning set forth in Section 6.16. “Initial Index Price” has the meaning set forth in Section 8.01(g). “Index Price” has the meaning set forth in Section 8.01(g). “IRS” has the meaning set forth in Section 5.01(k)(ii). “KBCA” means the Kentucky Business Corporation Act, Chapter 271B of the Kentucky Revised Statutes, as amended. “KDFI” means the Kentucky Department of Financial Institutions. “Knowledge” means, with respect to City, the Knowledge of any officer of City or City National Bank with the title of Chairman, Chief Executive Officer, President, Chief Financial Officer or General Counsel, and, with respect to Citizens, the Knowledge of any officer of Citizens or Citizens Commerce Bank with the title of Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer or Senior Lender. An
Examples of EXECUTION VERSION 6 in a sentence
COMPANY CONFIDENTIAL EXECUTION VERSION 6 BULL's reasonable credit requirements until such time as CNI comes into compliance with such requirements and/or provides BULL with acceptable security or guarantees for payment.