Definitions from Purchase and Sale Agreement
This Purchase and Sale Agreement (this Agreement) is made as of March 1, 2015, by and between Tallgrass Operations, LLC, a Delaware limited liability company (Operations), and Tallgrass Energy Partners, LP, a Delaware limited partnership (the Partnership). In addition, Tallgrass Development, LP, a Delaware limited partnership (Development), is a party to this Agreement for the limited purposes set forth in Articles III, VI and VII.
Definitions. The respective terms defined in this Section 1.1 shall, when used in this Agreement, have the respective meanings specified herein, with each such definition equally applicable to both singular and plural forms of the terms so defined: Affiliate, when used with respect to a Person, means any other Person that directly or indirectly Controls, is Controlled by or is under common Control with such first Person; provided, however, that (i) with respect to Operations, the term Affiliate shall exclude the Partnership, the General Partner and the Partnerships subsidiaries, (ii) with respect to the Partnership, the term Affiliate shall exclude Operations, Operations subsidiaries (other than the Partnership and its subsidiaries), Development, its general partner and Tallgrass GP Holdings, LLC, and (iii) members of the Company Group shall be deemed to be Affiliates (x) prior to the Closing, of Operations and (y) on and after the Closing, of the Partnership. No Person shall be deemed an Affiliate of any Person solely by reason of the exercise or existence of rights, interests or remedies under this Agreement. Agreement has the meaning ascribed to such term in the preamble. Amended and Restated Pony Express LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of the Company substantially in the form of Exhibit B attached hereto, to be entered into by Operations, PXP Holdings and the Company in connection with the Closing. Applicable Law has the meaning ascribed to such term in Section 3.3(a). Assignment Agreement means the Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, pursuant to which Operations will assign the Subject Interest to PXP Holdings. Balance Sheet has the meaning ascribed to such term in Section 3.5(a). Board of Directors has the meaning ascribed to such term in the recitals. Cash Amount means $700,000,000. Ceiling Amount has the meaning ascribed to such term in Section 5.10(a). CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act. Closing has the meaning ascribed to such term in Section 2.3. Closing Date has the meaning ascribed to such term in Section 2.3. Code means the Internal Revenue Code of 1986, as amended. Commission means the Securities and Exchange Commission. Common Units has the meaning given to such term in the Partnership Agreement. Company has the meaning ascribed to such term in the recitals. Company Assets means all of the assets owned on the Closing Date by the Company Group, including the Pony Express Pipeline. Company Group means the Company, PXP Colorado, and NECL Realty, together or individually as the context requires. Company Material Adverse Effect means a material adverse effect on or material adverse change in (i) the assets, liabilities, financial condition or results of operations of the Company Group, other than any effect or change (a) that impacts the crude oil transportation industry generally (including any change in the prices of crude oil or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law or GAAP), (b) in United States or global political or economic conditions or financial markets in general, or (c) resulting from the announcement of the transactions contemplated by this Agreement and the Assignment Agreement and the taking of any actions contemplated by this Agreement or the Assignment Agreement, provided, that in the case of clauses (a) and (b), the impact on the Company Group is not materially disproportionate to the impact on similarly situated parties in the crude oil transportation industry, or (ii) the ability of Operations to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. Conflicts Committee means the conflicts committee of the Board of Directors. Control and its derivatives mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Damages means liabilities and obligations, including all losses, deficiencies, costs, expenses, fines, interest, expenditures, claims, suits, proceedings, judgments, damages, and reasonable attorneys fees and reasonable expenses of investigating, defending and prosecuting litigation. Deductible Amount has the meaning ascribed to such term in Section 5.10(a). Delaware LLC Act means the Delaware Limited Liability Company Act, as amended. Development has the meaning ascribed to such term in the preamble. Development Indemnified Parties has the meaning ascribed to such term in Section 5.2. Direct Claim has the meaning ascribed to such term in Section 5.9. Disclosure Schedule has the meaning ascribed to such term in Article III. DRULPA mean the Delaware Revised Uniform Limited Partnership Act. Easements has the meaning ascribed to such term in Section 3.7(a). Enviro
Definitions from Amended and Restated Loan and Security Agreement
This FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of October 7, 2014 (the Effective Date), between SILICON VALLEY BANK, a California corporation (Bank), and IKANOS COMMUNICATIONS, INC., a Delaware corporation (the Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, but is not a novation of, that certain Loan and Security Agreement by and among Borrower, IKANOS COMMUNICATIONS (SINGAPORE) PRIVATE LIMITED, (registration no. 200702041W), a company incorporated under the laws of Singapore and a wholly-owned Subsidiary of Borrower and Bank dated as of January 14, 2011 (the Original Agreement). The parties agree as follows:
Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, numbers denoting amounts that are set off in parenthesis are negative, the words share and shareholder, in the context of equity ownership, shall be synonymous with stock and stockholder. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Adjusted Quick Ratio shall mean the ratio of (a) the sum of Borrowers (i) unrestricted cash and Cash Equivalents in accounts at Bank (including cash of Borrowers Indian Subsidiary) plus (ii) Borrowers gross domestic and international Accounts, to (b) the sum of Borrowers (i) Current Liabilities other than deferred revenue and excluding any ALU Debt plus (ii) without duplication, Indebtedness to Bank; provided that, for purposes of calculating the ratio, cash and Cash Equivalents of Borrowers Indian Subsidiary shall be capped at $3,000,000. Advance or Advances means an advance (or advances) under the Revolving Line in the form of one (or more) US Advance(s) or Singapore Advance(s). Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. ALU Debt means Indebtedness to Alcatel-Lucent USA Inc. incurred pursuant to (i) that certain loan and security agreement dated September 29, 2014 by and between Alcatel-Lucent USA Inc. and Borrower and subject to the Intercreditor Agreement and (ii) any pre-payments from Alcatel-Lucent International, not to exceed $4.5 million, to the Borrower whose pay back will be based on future shipments to Alcatel-Lucent International. Annual Financial Statements is defined in Section 6.2(e). Asset-Based Threshold means an Adjusted Quick Ratio of 1.40 to 1.00. If Borrowers Adjusted Quick Ratio is less than or equal to 1.40 to 1.00, Borrower is at or below the Asset-Based Threshold. If Borrowers Adjusted Quick Ratio is more than 1.40 to 1.00, Borrower is above the Asset-Based Threshold. Availability Amount is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the Dollar Equivalent amount of the outstanding principal balance of any Advances. Bank is defined in the preamble hereof. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Document (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to any Credit Party. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its respective Subsidiaries by Bank or any Bank Affiliate, including, without limitation, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble hereof. Borrowers Books are all of Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Base is 80% of Eligible Accounts, as determined by Bank from Borrowers most recent Transaction Report; provided, however, that Bank may decrease the foregoing percentage in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect Collateral. Borrowing Base Report is defined in Section 6.2(b). Borrowing Resolutions are, with respect to any Person, those resolutions adopted by such Persons Board of Directors and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate in the form attached hereto as Exhibit F executed by its Secretary on behalf of such Person. At a minimum, such ce
Definitions from Common Stock Purchase Warrant
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, HILLAIR CAPITAL INVESTMENTS L.P. or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 29, 2014 (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Legend Oil and Gas, Ltd., a Colorado corporation (the "Company"), up to 155,680,000 shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated September 29, 2014, among the Company and the purchasers signatory thereto.
Definitions from Intellectual Property Transfer Agreement
INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the Agreement), dated as of September 29, 2014 between Automatic Data Processing, Inc., a Delaware corporation (ADP), and CDK Global Holdings, LLC, a Delaware limited liability company (each, a Party and collectively, the Parties).
Definitions. As used in the Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP Business means all businesses and operations of the ADP Group, other than the Dealer Business. ADP Group means ADP and each Person that will be a direct or indirect Subsidiary of ADP immediately after the Distribution and each Person that is or becomes a member of the ADP Group after the Distribution, including any Person that is or was merged into ADP or any such direct or indirect Subsidiary, and each other Person that would have been included in the ADP Group in connection with the Restructuring but for the delayed transfers required by Section 2.3(b) of the Separation Agreement. ADP Patents means (i) all Patents owned by any member or members of the ADP Group as of the Effective Time after the execution of the Separation Agreement, the Assignment Agreements and this Agreement, and (ii) all Patents invented or acquired by any member of the ADP Group during the period starting on the Effective Time and ending on the second anniversary of the Effective Time. Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Assignment Agreements means the Copyright Assignment, the Internet Asset Assignment, the Patent Assignment and the Trademark and Service Mark Assignment. Business Day(s) means any day other than a Saturday, Sunday or national holiday. Copyright Assignment means that certain Copyright Assignment contemporaneously executed by ADP and Dealer in the form attached hereto as Exhibit B. Dealer means, prior to the LLC Conversion, CDK Global Holdings, LLC, a Delaware limited liability company whose sole member is ADP and, immediately after the LLC Conversion, CDK Global, Inc., a Delaware corporation whose sole stockholder is ADP. Dealer Business means the business and operations conducted by the Dealer Group from time to time, whether prior to, at or after the Effective Time, including, without duplication, (i) the Dealer Services Business (as defined in the Separation Agreement) conducted by ADP prior to the Restructuring (including with respect to any terminated, divested or discontinued business or operations of the Dealer Group), (ii) the Dealer Services Business conducted by ADP prior to any previous internal restructurings of ADP relating to the Dealer Services Business and (iii) the business and operations conducted by the Dealer Group, as more fully described in the Information Statement (as defined in the Separation Agreement). Dealer Group means Dealer and each Person that will be a direct or indirect Subsidiary of Dealer immediately prior to the Distribution (but after giving effect to the Restructuring) and each Person that is or becomes a member of the Dealer Group after the Distribution, including any Person that is or was merged into Dealer or any such direct or indirect Subsidiary, and each other Person that would have been included in the Dealer Group in connection with the Restructuring but for the delayed transfers required by Section 2.3(b) of the Separation Agreement. Dealer Patents means (i) all Patents owned by any member or members of the Dealer Group as of the Effective Time after the execution of the Separation Agreement, the Assignment Agreements and this Agreement, and (ii) all Patents invented or acquired by any member of the Dealer Group during the period starting on the Effective Time and ending on the second anniversary of the Effective Time. Distribution means the distribution on a pro rata basis of a dividend of the Dealer common stock to ADPs stockholders as contemplated by the Separation Agreement. Distribution Date means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of ADP in its sole and absolute discretion. Effective Time means the time at which the Distribution occurs on the Distribution Date. Governmental Authority means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the NASDAQ Global Select Market. Group means the ADP Gr
Definitions from Securities Purchase Agreement
THIS SECURITIES PURCHASE AGREEMENT (this Agreement) is dated as of September 29, 2014, by and between Ikanos Communications, Inc., a Delaware corporation (the Company), Alcatel-Lucent Participations, S.A (ALU Part), and Tallwood III, L.P., a Delaware limited partnership (Tallwood III), Tallwood III Partners, L.P., a Delaware limited partnership (Tallwood III Partners), and Tallwood III Associates, L.P., a Delaware limited partnership (Tallwood III Associates) (collectively, the TWVC Funds). ALU Part and the TWVC Funds are together hereinafter referred to as the Investors and each individually, an Investor).
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated: Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act. Agreement has the meaning set forth in the Preamble. Alcatel-Lucent Loan Agreement means the Loan and Security Agreement, dated as of September 29, 2014, by and between Alcatel-Lucent USA and the Company. ALU Part Observer has the meaning set forth in Section 4.13. Alcatel-Lucent USA means Alcatel-Lucent USA, Inc., a Delaware corporation. Business Day means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. Capitalization Date means September 26, 2014. Closing means the closing of the purchase and sale of the Common Shares pursuant to Section 2.1. Closing Date means the date and time of the Closing and shall be the date and time that is mutually agreed to by the Company and the Investors, but no later than three Business Days following the satisfaction or waiver of the conditions to the obligations of the parties hereto in Article V. Code means the Internal Revenue Code of 1986, as amended. Common Shares has the meaning set forth in the Preamble. Common Stock has the meaning set forth in the Preamble. Company has the meaning set forth in the Preamble. Company Board means the board of directors of the Company. Company Capital Stock means Common Stock, Company Preferred Stock and any other shares of capital stock, voting securities or other ownership interest, if any, of the Company. Company Charter Documents means the certificate of incorporation and bylaws of the Company, each as amended to date. Company ESPP means the Companys Amended and Restated 2004 Employee Stock Purchase Plan. Company Options means any options to purchase shares of Common Stock outstanding under any of the Company Stock Plans. Company Plan means (i) any and all employee benefit plans (within the meaning of Section 3(3) of ERISA, and (ii) any other employee benefit or compensation plans, policies or agreements, including any bonus, incentive, stock-based compensation, deferred compensation, supplemental executive retirement, employment, termination, severance, retention, non-competition, compensation or change in control arrangements to which the Company or any Company Subsidiary are a party or which are sponsored by the Company or any Company Subsidiary for the benefit of any current or former director or officer of the Company or any Company Subsidiary. Company Preferred Stock means shares of preferred stock, par value $0.001 per share, of the Company. Company Restricted Stock means any restricted stock outstanding under any of the Company Stock Plans. Company Restricted Stock Units means any restricted stock units for Common Stock outstanding under any of the Company Stock Plans. Company Stock Plans means (i) the Companys 1999 Stock Plan, as amended, (ii) the Companys 2004 Equity Incentive Plan, as amended, (iii) the Company ESPP, (iv) the Dorados 2004 Amended and Restated Stock Option Plan, as amended, (v) the Companys Notice and Grant of Stock Options and Stock Option Agreement for Omid Tahernia, and (vi) the Companys 2014 Stock Incentive Plan. Company Stockholders means holders of shares of Common Stock in their respective capacities as such. Company Subsidiary means any direct or indirect Subsidiary of the Company. Contingent Obligation has the meaning set forth in Section 3.1(y). Contract means any written, oral or other agreement, contract, subcontract, settlement agreement, lease, sublease, instrument, note, bond, mortgage, indenture, warranty, purchase order, license, sublicense, assignment or other legally binding instrument, commitment, arrangement or understanding of any kind or character. Copyrights has the meaning set forth in the definition of Intellectual Property Rights. DGCL means the General Corporation Law of the State of Delaware. Eligible Market means any of the New York Stock Exchange, the American Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market. Employee means any current or former employees of the Company or the Company Subsidiaries. Environmental Laws has the meaning set forth in Section 3.1(bb). ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate means each Company Subsidiary and any other person or entity under common control with the Company or any Company Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder. Exchange Act means the Securities Exchange Act of 1934, as amended. FINRA means the Financial Industry Regulatory Authority, Inc. GAAP has the meaning set forth in Section 3.1(g). Governmental Ent