Definitions from Purchase Agreement
THIS PURCHASE AGREEMENT (Agreement) is made as of October 4, 2016 by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the Company), and the Investors set forth on the signature pages affixed hereto (each an Investor and collectively the Investors).
Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below: Additional Private Placement has the meaning set forth in Section 7.11. Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person. Agents means, collectively, Jefferies LLC (Jefferies), DNB Markets ASA and Evercore Group LLC. Backstop Commitment means, with respect to any Investor, the backstop subscription amount set forth opposite such Investors name on Schedule 1 hereto, as adjusted pursuant to Section 3.3. Backstop Shares has the meaning set forth in Section 2. Basic Shares has the meaning set forth in Section 2. Basic Subscription Amount has the meaning set forth in Section 2. Business Day means any day, other than a Saturday or Sunday or other day, on which banks in the City of New York are authorized or required by law or executive order to remain closed. Closing has the meaning set forth in Section 3.1. Closing Date means the Business Day on which the Closing occurs, which shall be no earlier than the date as of which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) the Investors obligations to pay the Subscription Amount, and (ii) the Companys obligations to deliver the Shares at the Closing, in each case, have been satisfied or waived. Commitment Fee shall mean 288,660 shares of Series A Preferred Stock. Common Stock Equivalents means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Companys Knowledge means the actual knowledge of Peter C. Georgiopoulos, John C. Wobensmith, Apostolos D. Zafolias, or Joseph Adamo. Confidential Information means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information). Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Debt Commitment Letter means that certain Second Amended and Restated Commitment Letter by and among the Company, Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Credit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschaft, Credit Industriel et Commercial and BNP Paribas in substantially the form attached hereto as Exhibit C. Deemed Liquidation Event means the voluntary or involuntary liquidation, dissolution or winding up of the Company, or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries taken as a whole, in a single transaction or series of transactions, or adoption of any plan for the same. Effective Date means the date on which the initial Registration Statement is declared effective by the SEC. Effectiveness Deadline means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Registration Rights Agreement. Fundamental Representations means the representations and warranties set forth in Section 4.1 (first and fourth sentences only), Section 4.2, Section 4.3, Section 4.4, Section 4.25 and the last sentence of Section 4.30. Hayfin Facility Agreement means the Facility Agreement, dated November 4, 2015, by and among the indirect Subsidiaries of the Company listed therein as borrowers, Genco Holdings Limited, the financial institutions listed therein as lenders, and Hayfin Services LLP, as agent and security agent. Hayfin Term Sheet means the term sheet dated June 29, 2016 in respect of the proposed amendment of the Hayfin Facility Agreement. Insider means each director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Companys outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Company in any capacity on the date hereof. Intellectual Property means all of the following: (i) patents, patent application