Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1417 contracts
Samples: Underwriting Agreement (Dyne Therapeutics, Inc.), Underwriting Agreement (Campbell Soup Co), Underwriting Agreement (Affiliated Managers Group, Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “"subsidiary” " has the meaning set forth in Rule 405 under the Securities Act.
Appears in 98 contracts
Samples: Underwriting Agreement (Aptargroup, Inc.), Opko Health, Inc., Automatic Data Processing Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; and (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 88 contracts
Samples: Underwriting Agreement (Extra Space Storage Inc.), Underwriting Agreement (Extra Space Storage Inc.), Underwriting Agreement (Extra Space Storage Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 62 contracts
Samples: Distribution Agreement (Axon Enterprise, Inc.), Distribution Agreement (PNM Resources Inc), Distribution Agreement (QuantumScape Corp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; and (d) the term “written communication” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 48 contracts
Samples: Registration Rights Agreement (Oceaneering International Inc), Date of Agreement Agreement (Group 1 Automotive Inc), Registration Rights Agreement (Global Partners Lp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; City and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 36 contracts
Samples: Underwriting Agreement (Akoya Biosciences, Inc.), Underwriting Agreement (Akoya Biosciences, Inc.), Scholar Rock Holding Corp
Certain Defined Terms. For purposes of this Underwriting Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; City and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 30 contracts
Samples: Underwriting Agreement (Whirlpool Corp /De/), Underwriting Agreement (Whirlpool Corp /De/), Underwriting Agreement (Whirlpool Corp /De/)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; Act and (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 26 contracts
Samples: Underwriting Agreement (Nasdaq, Inc.), Underwriting Agreement (Ares Management Corp), Underwriting Agreement (Otonomy, Inc.)
Certain Defined Terms. For purposes of this Agreement, Agreement (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York CityCity or London; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 17 contracts
Samples: Underwriting Agreement (British American Tobacco p.l.c.), Underwriting Agreement (British American Tobacco p.l.c.), Underwriting Agreement (British American Tobacco p.l.c.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than that is not a Saturday or Sunday, and that is not a day on which banks are permitted or required to be closed banking institutions in the City of New York Cityare authorized or obligated by law, regulation or executive order to close; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 16 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
Certain Defined Terms. For purposes of this Agreement, (ai) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (bii) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (ciii) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 15 contracts
Samples: Underwriting Agreement (Baidu, Inc.), Underwriting Agreement (Baidu, Inc.), Underwriting Agreement (JD.com, Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities 1933 Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities 1933 Act.
Appears in 14 contracts
Samples: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 14 contracts
Samples: Underwriting Agreement (Nuvalent, Inc.), Underwriting Agreement, Underwriting Agreement (Urovant Sciences Ltd.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a Saturday, Sunday or a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 13 contracts
Samples: Air Lease Corp, Air Lease Corp, Underwriting Agreement (Air Lease Corp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities ActAct and with respect to the Company specifically includes Evolent Health.
Appears in 10 contracts
Samples: Evolent Health, Inc., Evolent Health, Inc., Evolent Health, Inc.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities ActAct .
Appears in 9 contracts
Samples: Underwriting Agreement (Guidewire Software, Inc.), Underwriting Agreement (Guidewire Software, Inc.), Underwriting Agreement (Petroquest Energy Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York CityCity or London; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 9 contracts
Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (MPT Operating Partnership, L.P.), Underwriting Agreement (W. P. Carey Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.are
Appears in 9 contracts
Samples: Affiliated Managers Group, Inc., Lock Up Agreement (Vantiv, Inc.), Underwriting Agreement (Q2 Holdings, Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 8 contracts
Samples: M I Homes Inc, M I Homes Inc, M I Homes Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business dayBusiness Day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 7 contracts
Samples: Underwriting Agreement (Avalonbay Communities Inc), Lock Up Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.banks
Appears in 6 contracts
Samples: Indemnification Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Pooling and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; for the avoidance of doubt, “subsidiary” does not include Equitrans Midstream Corporation or its subsidiaries.
Appears in 6 contracts
Samples: Purchase Agreement (EQT Corp), Underwriting Agreement (EQT Corp), Underwriting Agreement (EQT Corp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) except where otherwise expressly provided, the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 6 contracts
Samples: Underwriting Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.), Underwriting Agreement (Oasis Petroleum Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiarySubsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 6 contracts
Samples: Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York CityCity or Bermuda; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 5 contracts
Samples: Underwriting Agreement (SiriusPoint LTD), Underwriting Agreement (SiriusPoint LTD), Underwriting Agreement (Third Point Reinsurance Ltd.)
Certain Defined Terms. For purposes of this Underwriting Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 5 contracts
Samples: Underwriting Agreement (Rosetta Resources Inc.), Rosetta Resources Inc., Rosetta Resources Inc.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; Act and (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities ActCity or Bonn, Germany.
Appears in 5 contracts
Samples: T-Mobile US, Inc., T-Mobile US, Inc., T-Mobile US, Inc.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiarywritten communication” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 5 contracts
Samples: Purchase Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.term
Appears in 4 contracts
Samples: Navistar International Corp, Underwriting Agreement (Ralph Lauren Corp), Penn Virginia Corp
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.the
Appears in 4 contracts
Samples: Absci Corp, Ellie Mae Inc, Uil Holdings Corp
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 4 contracts
Samples: Agreement (Buckeye Partners, L.P.), Distribution Agreement (MPLX Lp), Distribution Agreement (MPLX Lp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York CityCity or the Commonwealth of Puerto Rico; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 4 contracts
Samples: EVERTEC, Inc., Underwriting Agreement (EVERTEC, Inc.), Underwriting Agreement (EVERTEC, Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term terms “subsidiary” has and “significant subsidiary” have the meaning meanings set forth in Rule 405 under the Securities Act.
Appears in 4 contracts
Samples: Albemarle Corp, Albemarle Corp, Albemarle Corp
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York CityCity or Toronto; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 4 contracts
Samples: IESI-BFC LTD, IESI-BFC LTD, Gerdau Ameristeel Corp
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 4 contracts
Samples: BioNTech SE, BioNTech SE, Underwriting Agreement (Seattle Genetics Inc /Wa)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; (d) the term “written communication” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 4 contracts
Samples: Underwriting Agreement (Hewlett Packard Enterprise Co), Underwriting Agreement (Hewlett Packard Enterprise Co), Hewlett Packard Enterprise Co
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiaryExchange Act” has the meaning set forth in Rule 405 under means the Securities ActExchange Act of 1934, as amended.
Appears in 4 contracts
Samples: Registration Rights Agreement (Forest Oil Corp), Underwriting Agreement (Forest Oil Corp), Boston Properties Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.Act ; and (d) the term “significant subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X.
Appears in 3 contracts
Samples: Sienna Biopharmaceuticals, Inc., Underwriting Agreement (Scottish Power Finance (US) Inc), Underwriting Agreement (Scottish Power Finance (US) Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.to
Appears in 3 contracts
Samples: Underwriting Agreement (Immunogen Inc), Underwriting Agreement (Immunogen Inc), Underwriting Agreement (Harsco Corp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in London and New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 3 contracts
Samples: Rio Tinto Finance (USA) PLC, Rio Tinto PLC, Rio Tinto Finance Usa LTD
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; City and (c) the term “"subsidiary” " has the meaning set forth in Rule 405 under the Securities Act.
Appears in 3 contracts
Samples: Frontier Communications Corp, Frontier Communications Corp, Affymetrix Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City, the Cayman Islands or São Paulo; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (PagSeguro Digital Ltd.), Underwriting Agreement (PagSeguro Digital Ltd.), Underwriting Agreement (PagSeguro Digital Ltd.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) , and the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (ZS Pharma, Inc.), Underwriting Agreement (ZS Pharma, Inc.), Underwriting Agreement (ZS Pharma, Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act and (d) the term “written communication” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Overseas Shipholding Group Inc), Overseas Shipholding Group Inc, General Maritime Corp / MI
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 3 contracts
Samples: National Commercial Bank Jamaica LTD, National Commercial Bank Jamaica LTD, Ternium S.A.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 3 contracts
Samples: Purchase Agreement (Sunnova Energy International Inc.), Purchase Agreement (Sunnova Energy International Inc.), Sunnova Energy International Inc.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliateAffiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 3 contracts
Samples: Rex Energy Corp, Rex Energy Corp, Rex Energy Corp
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiaryExchange Act” has the meaning set forth in Rule 405 under the Securities Act.means the
Appears in 3 contracts
Samples: Purchase Agreement (Deluxe Corp), Nasdaq Stock Market Inc, Coastal Paper CO
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.be
Appears in 3 contracts
Samples: Restaurant Brands International Inc., Underwriting Agreement (Teladoc, Inc.), Underwriting Agreement (Generac Holdings Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) except as otherwise expressly defined, the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 3 contracts
Samples: Kratos Defense & Security Solutions, Inc., Kratos Defense & Security Solutions, Inc., Kratos Defense & Security Solutions, Inc.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act, provided that such term shall not include any portfolio company or other investment held by any fund or other investment vehicle sponsored or managed by the Company or any of its affiliates.
Appears in 3 contracts
Samples: TPG Inc., TPG Gp A, LLC, TPG Partners, LLC
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.which
Appears in 2 contracts
Samples: Purchase Agreement (Palace Entertainment Holdings, Inc.), ArcelorMittal
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 2 contracts
Samples: Terms Agreement (Iron Mountain Inc), Terms Agreement (Iron Mountain Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities 1933 Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Agl Resources Inc), Underwriting Agreement (Agl Resources Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities "Exchange Act."
Appears in 2 contracts
Samples: Trinity Industries Inc, Trinity Marine Products, Inc.
Certain Defined Terms. For purposes of this Agreement, (a) except a)except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the b)the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the c)the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.; and the term “significant subsidiary” has the meaning set forth in Rule 1-02(w) of Regulation S-X.
Appears in 2 contracts
Samples: Underwriting Agreement (Vantiv, Inc.), Underwriting Agreement (Vantiv, Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Bill Barrett Corp), Underwriting Agreement (McGraw-Hill Companies Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; Act and (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; City and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 2 contracts
Samples: OvaScience, Inc., OvaScience, Inc.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City, Amsterdam or London; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 2 contracts
Samples: Cascal B.V., Cascal N.V.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.on
Appears in 2 contracts
Samples: Rights Agreement (Navistar International Corp), Advance Auto Parts Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act405; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act405.
Appears in 2 contracts
Samples: Walt Disney Co, Walt Disney Co
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.banks
Appears in 2 contracts
Samples: Credit Suisse Commercial Mortgage Securities Corp., Credit Suisse Commercial Mortgage Securities Corp.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York CityCity or São Paulo; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 2 contracts
Samples: Brazilian Underwriting Agreement (Azul Sa), Azul Sa
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act. For the avoidance of doubt, the term “subsidiary” shall exclude the Joint Ventures.
Appears in 2 contracts
Samples: Underwriting Agreement (Exco Resources Inc), Underwriting Agreement (Exco Resources Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act. In addition, the terms that follow, when used in this Agreement, shall have the meanings indicated.
Appears in 2 contracts
Samples: Kraft Heinz Foods Co, Kraft Heinz Co
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; , and (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) , the term “subsidiary” has Cayman Islands or the meaning set forth in Rule 405 under the Securities ActPRC.
Appears in 2 contracts
Samples: Underwriting Agreement (Watchdata Technologies Ltd.), Underwriting Agreement (Watchdata Technologies Ltd.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities 1933 Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiarySubsidiary” has the meaning set forth in Rule 405 under the Securities 1933 Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Reynolds American Inc), Underwriting Agreement (Reynolds American Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in each of the New York CityStock Exchange and the Exchange is open for business; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 2 contracts
Samples: SXC Health Solutions Corp., SXC Health Solutions Corp.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.or
Appears in 2 contracts
Samples: Management Agreement (Arbor Realty Trust Inc), Gilead Sciences Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.New
Appears in 2 contracts
Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (KKR Financial Holdings LLC)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act...
Appears in 2 contracts
Samples: Madison Gas & Electric Co, Madison Gas & Electric Co
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.; and the term “significant subsidiary” has the meaning set forth in Rule 1-02(w) of Regulation S-X.
Appears in 1 contract
Samples: Vantiv, Inc.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “"significant subsidiary” " has the meaning set forth in Rule 405 1-02 of Regulation S-X under the Securities Exchange Act.
Appears in 1 contract
Samples: Serologicals Corp
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a Saturday, a Sunday, or any day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Ignyta, Inc.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; and (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: www.sendd.com
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has means a consolidated subsidiary of the meaning set forth in Rule 405 under the Securities Act.Company;
Appears in 1 contract
Samples: Sonic Automotive Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Ambow Education Holding Ltd.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise other-wise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Fender Musical Instruments Corp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “"subsidiary” " has the meaning set forth in Rule 405 under the Securities ActSecurities.
Appears in 1 contract
Samples: Underwriting Agreement (Heico Corp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.the
Appears in 1 contract
Samples: Fleetcor Technologies Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, (a) the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; and (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Vtex)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City or Mexico City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Agreement (America Movil Sa De Cv/)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York CityXxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxx; and (c) the term “"subsidiary” " has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.; (d) the term “Exchange Act” collectively means
Appears in 1 contract
Samples: Purchase Agreement (Centennial Resource Development, Inc.)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities ActAct and, for the avoidance of doubt, includes branches of any subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (GeoPark LTD)
Certain Defined Terms. For purposes of this Agreement, (ai) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (bii) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; City and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities ActSection 3(g).
Appears in 1 contract
Samples: Distribution Agreement (Unit Corp)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, (a) the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiaryLien” has the meaning set forth in Rule 405 under the Securities Act.means, with respect to any asset, any mortgage, lien,
Appears in 1 contract
Certain Defined Terms. For purposes of this Agreement, : (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “"subsidiary” " has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Blackbaud Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Phillips 66 Partners Lp
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York CityCity or the State of Nebraska; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Nelnet Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act. 15. Recognition of the U.S. Special Resolutions Regimes.
Appears in 1 contract
Samples: Synovus Financial Corp
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; and (d) the term “Effectiveness Date” shall mean the date that the Registration Statement is declared effective by the Commission.
Appears in 1 contract
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “"subsidiary” " has the meaning set forth in Rule 405 under the Securities ActAct .
Appears in 1 contract
Samples: Net2phone Inc
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 501 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; City and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Weight Watchers (Weight Watchers International Inc)
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; and (d) the term “significant subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X of the Rules and Regulations.
Appears in 1 contract
Samples: Albemarle Corp
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “"affiliate” " has the meaning set forth in Rule 405 under the Securities Act; (b) the term “"business day” " means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “"subsidiary” " has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "written communication" has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: Calgon Carbon Corporation
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be remain closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
Appears in 1 contract
Samples: CBS Outdoor Americas Inc.