Definitions Definition Example with 4 Variations
This page contains an example definition of Definitions, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Definitions. Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" of any specified person shall mean any other person that, directly or indirectly, is in control of, is controlled by, or is under... common control with, such specified person. For purposes of this definition, control of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer Prospectus" shall mean the prospectus included in the Exchange Offer Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Exchange Offer Registration Period" shall mean the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company). "Holder" shall have the meaning set forth in the preamble hereto. "Indenture" shall mean the indenture relating to the Securities, dated as of December 22, 2004, between the Company and Wilmington Trust Company as trustee, as the same may be amended from time to time in accordance with the terms thereof. "Initial Placement" shall have the meaning set forth in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. "Losses" shall have the meaning set forth in Section 6(d) hereof. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 2 "New Securities" shall mean debt securities of the Company identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the Indenture or the New Securities Indenture. "New Securities Indenture" shall mean an indenture between the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified or eliminated, as appropriate). "New Securities Trustee" shall mean the Trustee or a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture. "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. "Securities" shall have the meaning set forth in the preamble hereto. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 3 "Trustee" shall mean the trustee with respect to the Securities under the Indenture. "underwriter" shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.
View More
Found in
LEVI STRAUSS & CO contract
Variations
Definitions. Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" "1933 Act" shall mean the Securities Act of 1933, as amended, amended from time to time, and the rules and regulations of the Commission SEC promulgated thereunder. "Affiliate" of any specified person shall mean any other person that, directly or indirectly, is in... control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Exchange "1934 Act" shall mean the Securities Exchange Act of 1934, as amended, amended from time to time, and the rules and regulations of the Commission SEC promulgated thereunder. "Additional Interest" shall have the meaning set forth in Section 2(e) hereof. "Closing Time" shall mean May 21, 2013. "Company" shall have the meaning set forth in the preamble to this Agreement and also includes the Company's successors. "Credit Suisse" shall mean Credit Suisse Securities (USA) LLC and its successors. "Depositary" shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York. "Exchange Offer Prospectus" Offer" shall mean the prospectus included in exchange offer by the Company of Exchange Offer Registration Statement, as amended or supplemented by any prospectus supplement, with respect Securities for Registrable Securities pursuant to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. Section 2(a) hereof. "Exchange Offer Registration Period" Registration" shall mean a registration under the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. 1933 Act effected pursuant to Section 2(a) hereof. "Exchange Offer Registration Statement" shall mean a an exchange offer registration statement of on Form S-4 (or, if applicable, on another appropriate form) covering the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, Registrable Securities, and all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. "Exchanging Dealer" "Exchange Securities" shall mean any Holder (which may include any Initial Purchaser) the 6.750% Senior Notes due 2021 issued by the Company under the Indenture containing terms identical to the Securities (except that is (i) interest thereon shall accrue from the last date to which interest has been paid or duly provided for on the Securities or, if no such interest has been paid or duly provided for, from the Interest Accrual Date, (ii) provisions relating to an increase in the stated rate of interest thereon upon the occurrence of a Broker-Dealer Registration Default shall be eliminated, (iii) the transfer restrictions and elects legends relating to exchange for New Securities any Securities that it acquired for its own account restrictions on ownership and transfer thereof as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate issuance of the Company). "Holder" Securities without registration under the 1933 Act shall have be eliminated, (iv) the meaning set forth denominations thereof shall be $2,000 and integral multiples of $1,000) and (v) all of the Exchange Securities will be represented by one or more global Exchange Securities in book-entry form unless exchanged for Exchange Securities in definitive certificated form under the circumstances provided in the preamble hereto. Indenture to be offered to Holders of Registrable Securities in exchange for Registrable Securities pursuant to the Exchange Offer. "FINRA" shall mean the Financial Industry Regulatory Authority, Inc. "Goldman Sachs" shall mean Goldman, Sachs & Co. and its successors. "Holders" shall mean (i) the Initial Purchasers, for so long as they own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and (ii) each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. "Indenture" shall mean the indenture relating to the Securities, Indenture dated as of December 22, 2004, July 1, 1987, as amended and supplemented by the First Supplemental Indenture dated as of August 1, 1990, the Second Supplemental Indenture dated as of October 1, 1992, the Third Supplemental Indenture dated as of September 1, 1995, the Fourth Supplemental Indenture dated as of August 4, 1999 and the Fifth Supplemental Indenture dated as of September 17, 1999, each between the Company and Wilmington Bankers Trust Company Company, as trustee, as the same may be further amended or supplemented from time to time in accordance with the terms thereof. "Interest Accrual Date" means May 21, 2013. "Initial Placement" Purchasers" shall have the meaning set forth in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. "Losses" shall have the meaning set forth in Section 6(d) hereof. of this Agreement. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Registrable Securities registered under a Registration Statement. "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 2 "New Securities" shall mean debt securities outstanding, excluding Exchange Securities referred to in clause (ii) of the definition of "Holders" above; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities or Exchange Securities is required hereunder, Registrable Securities and Exchange Securities held by the Company identical or any of its 3 affiliates (as such term is defined in all material respects to Rule 405 under the Securities (except that the interest rate step-up provisions and the transfer restrictions 1933 Act) shall be modified disregarded in determining whether such consent or eliminated, as appropriate) and to be issued under approval was given by the Indenture or Holders of such required percentage. "Notifying Broker-Dealer" shall have the New Securities Indenture. "New Securities Indenture" meaning set forth in Section 3(f). "Participating Broker-Dealer" shall have the meaning set forth in Section 3(f). "Person" shall mean an indenture between the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified individual, partnership, joint venture, limited liability company, corporation, trust or eliminated, as appropriate). "New Securities Trustee" shall mean the Trustee unincorporated organization, or a bank government or trust company reasonably satisfactory to agency or political subdivision thereof. "Private Exchange Securities" shall have the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture. meaning set forth in Section 2(a) hereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any Registration Statement (including, without limitation, a preliminary prospectus, and any such prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Securities or the New Registrable Securities covered by such a Shelf Registration Statement, and by all other amendments and supplements thereto to a prospectus, including post-effective amendments, and in each case including all material incorporated or deemed to be incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" to this Agreement. "Registrable Securities" shall mean the proposed offer Securities; provided, however, that any Securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) such Securities shall have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have ceased to be outstanding, (iv) such Securities have been exchanged for Exchange Securities which have been registered pursuant to the Exchange Offer Registration Statement upon consummation of the Exchange Offer unless, in the case of any Exchange Securities referred to in this clause (iv), such Exchange Securities are held by Participating Broker-Dealers or otherwise are not freely tradable without any limitations or restrictions under the 1933 Act (in which case such Exchange Securities will be deemed to be Registrable Securities until such time as such Exchange Securities are sold to a purchaser in whose hands such Exchange Securities are freely tradeable without any limitations or restrictions under the 1933 Act) or (v) such Securities have been exchanged for Private Exchange Securities pursuant to this Agreement (in which case such Private Exchange Securities will be deemed to be Registrable Securities until such time as such Private Exchange Securities are sold to a purchaser in whose hands such Private Exchange Securities are freely tradeable without any limitations or restrictions under the 1933 Act). "Registration Default" shall have the meaning set forth in Section 2(e). "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company to issue with this Agreement, including without limitation: (i) all SEC, 4 stock exchange or FINRA registration and deliver filing fees, (ii) all fees and expenses incurred in connection with compliance with state or other securities or blue sky laws and compliance with the rules of FINRA (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with qualification of any of the Exchange Securities or Registrable Securities under state or other securities or blue sky laws and any filing with and review by FINRA), (iii) all expenses of any Persons in preparing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates representing the Securities, Private Exchange Securities (if any) or Exchange Securities and other documents relating to the Holders performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred in connection with the listing, if any, of any of the Securities, Private Exchange Securities that are not prohibited by (if any) or Exchange Securities on any law securities exchange or policy exchanges or on any quotation system, (vi) all fees and disbursements relating to the qualification of the Commission from participating in such offer, in exchange Indenture under applicable securities laws, (vii) the fees and disbursements of counsel for the Securities, Company and the fees and expenses of independent public accountants for the Company or for any other Person, business or assets whose financial statements are included in any Registration Statement or Prospectus, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, (viii) the fees and expenses of a like aggregate principal amount "qualified independent underwriter" as defined by Conduct Rule 2720 of FINRA (if required by FINRA rules) and the fees and disbursements of its counsel, (ix) the fees and expenses of the New Securities. Trustee, any registrar, any depositary, any paying agent, any escrow agent or any custodian, in each case including fees and disbursements of their respective counsel, and (x) in the case of an underwritten offering, any fees and disbursements of the underwriters customarily paid by issuers or sellers of securities and the fees and expenses of any special experts retained by the Company in connection with any Registration Statement but excluding (except as otherwise provided herein) fees of counsel to the underwriters or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any registration statement of the Company relating to any offering of the Exchange Securities or the New Registrable Securities pursuant to the provisions of this Agreement, Agreement (including, without limitation, any Exchange Offer Registration Statement and any Shelf Registration Statement), and all amendments and supplements to any such registration statement, Registration Statement, including post-effective amendments (in amendments, in each case including the Prospectus contained therein), therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. "SEC" shall mean the Securities and Exchange Commission or any successor thereto. "Securities" shall have the meaning set forth in the preamble hereto. to this Agreement. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) 2(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof 2(b) of this Agreement which covers some or all of the Registrable Securities or New Securities, Private Exchange Securities (if any), as applicable, the case may be, on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by 5 the Commission, SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. 3 "TIA" shall mean the Trust Indenture Act of 1939, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. "Trustee" shall mean the trustee with respect to the Securities, the Private Exchange Securities (if any) and the Exchange Securities under the Indenture. "underwriter" For purposes of this Agreement, (i) all references in this Agreement to any Registration Statement, preliminary prospectus or Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system; (ii) all references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in any Registration Statement, preliminary prospectus or Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary prospectus or Prospectus, as the case may be; (iii) all references in this Agreement to amendments or supplements to any Registration Statement, preliminary prospectus or Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary prospectus or Prospectus, as the case may be; (iv) all references in this Agreement to Rule 144, Rule 144A, Rule 405 or Rule 415 under the 1933 Act, and all references to any sections or subsections thereof or terms defined therein, shall in each case include any successor provisions thereto; and (v) all references in this Agreement to days (but not to business days) shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement. calendar days.
View More
Found in
SUPERVALU INC. contract
Definitions. Capitalized terms used herein without definition shall have the their respective meanings set forth in the Purchase Dealer Manager Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" "2015 Notes" shall mean have the meaning ascribed to it in the preamble. "2018 Notes" shall have the meaning ascribed to it in the preamble. "Additional Interest" shall have the meaning ascribed to it in Section 8 hereof. "Affiliate" shall have the... meaning specified in Rule 405 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" of any specified person shall mean any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" thereto. "broker-dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Closing Date" shall mean the date of the first issuance of the Securities. "Commission" shall mean the Securities and Exchange Commission. "Company" shall have the meaning ascribed to it in the preamble. "Dealer Manager Agreement" shall have the meaning ascribed to it in the preamble. "Dealer Managers" shall have the meaning ascribed to it in the preamble. "Deferral Period" shall have the meaning ascribed to it in Section 4(k)(ii) hereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer Prospectus" shall mean the prospectus included in the Exchange Offer Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Exchange Offer Registration Period" shall mean the 180-day one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Securities Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) Dealer Manager) that is a Broker-Dealer broker-dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company). Company) for New Securities. "FINRA Rules" shall mean the Conduct Rules and the By-Laws of the Financial Industry Regulatory Authority, Inc. -2- "Freely Tradable Security" shall mean any security at any time of determination if at such time of determination such security (i) may be sold to the public pursuant to Rule 144 under the Securities Act by a person that is not an "affiliate" (as defined in Rule 144 under the Securities Act) of the Company where no conditions of Rule 144 under the Securities Act are then applicable (other than the holding period requirement in paragraph (d) of Rule 144 under the Securities Act so long as such holding period requirement is satisfied at such time of determination) and (ii) does not bear any restrictive legends relating to the Securities Act. "Guarantee" shall have the meaning ascribed to it in the preamble. "Holder" shall have the meaning set forth ascribed to it in the preamble hereto. preamble. "Indenture" shall mean the indenture Indenture relating to the Securities, dated as of December 22, 2004, between 24, 2008, among the Company Company, Parent Guarantor and Wilmington Trust Company U.S. Bank National Association, as trustee, as the same may be amended from time to time in accordance with the terms thereof. "Initial Placement" "Inspector" shall have the meaning set forth ascribed to it in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. Section 4(q)(ii) hereof. "Losses" shall have the meaning set forth ascribed to it in Section 6(d) hereof. "Majority Holders" shall mean the mean, on any date, Holders of a majority of the aggregate principal amount of Securities each of the 2015 Notes and the 2018 Notes registered under a Registration Statement. "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 2 offering, if any, under a Registration Statement. "New Securities" shall mean debt securities of the Company and the Guarantee by Parent Guarantor, in each case, identical in all material respects to the Securities Notes and the related Guarantee (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the Indenture in connection with sales or exchanges effected pursuant to this Agreement. "Notes" shall have the New Securities Indenture. "New Securities Indenture" shall mean an indenture between meaning ascribed to it in the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified or eliminated, as appropriate). "New Securities Trustee" preamble. "Offering Memorandum" shall mean the Trustee or a bank or trust company reasonably satisfactory offering memorandum, dated November 14, 2008, as supplemented, relating to the Initial Purchasers, as trustee with respect exchange offer for the Notes, including any and all exhibits thereto and any information incorporated by reference therein. "Parent Guarantor" shall have the meaning ascribed to it in the New Securities under preamble. "Private Placement" shall have the New Securities Indenture. meaning ascribed to it in the preamble. "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to -3- the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and all material any information incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" shall mean the proposed offer of the Company and Parent Guarantor to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. "Registrable Securities" shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and exchanged or disposed of in accordance therewith or (B) sold to the public pursuant to Rule 144 under the Securities Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any New Securities resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Securities Act. "Registration Default" shall have the meaning ascribed to it in Section 8 hereof. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. "Securities" shall have the meaning set forth ascribed to it in the preamble hereto. preamble. "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has shall have the meaning set forth ascribed to it in Section 3(b) 3(b)(ii) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 3 "Trustee" shall mean the trustee with respect to the Securities under the Indenture. "underwriter" "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder. -4- "Underwriter" shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.
View More
Found in
CAESARS ENTERTAINMENT Corp contract
Definitions. Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" shall mean "Additional Interest" has the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. meaning assigned thereto in Section 7(a) hereof. "Affiliate" of any specified person shall mean means any other person ... class="diff-color-red">that, which, directly or indirectly, is in control of, is controlled by, or is under common control with, with such specified person. For purposes of this definition, control of a person shall mean means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered "Closing Date" means the First Time of Delivery as such under defined in the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Purchase Agreement. 1 "Commission" shall mean means the United States Securities and Exchange Commission. Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. "Common Stock" means the Company's common stock, par value $0.01 per share together with any associated preferred share purchase rights. "DTC" means The Depository Trust Company. "Effective Date" has the meaning assigned thereto in Section 2(b)(i) hereof. "Effective Failure" has the meaning assigned thereto in Section 7(b) hereof. "Effectiveness Period" has the meaning assigned thereto in Section 2(b)(i) hereof. "Effective Time" means the time at which the Commission declares the Shelf Registration Statement effective or at which the Shelf Registration Statement otherwise becomes effective. "Electing Holder" has the meaning assigned thereto in Section 3(a)(iii) hereof. "Exchange Act" shall mean means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer Prospectus" shall mean the prospectus included in the Exchange Offer Registration Statement, as amended or supplemented by amended. "Holder" means any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Exchange Offer Registration Period" shall mean the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) person that is the record owner of Registrable Securities (and includes any person that has a Broker-Dealer and elects to exchange for New Securities beneficial interest in any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from Registrable Security in book-entry form). "Indenture" means the Company or any Affiliate of the Company). "Holder" shall have the meaning set forth in the preamble hereto. "Indenture" shall mean the indenture relating to the Securities, Indenture, dated as of December 22, 2004, February 14, 2005, between the Company and Wilmington J.P. Morgan Trust Company Company, National Association, as trustee, as the same may be amended and supplemented from time to time in accordance with the terms thereof. "Initial Placement" shall have the meaning set forth in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. "Losses" shall have the meaning set forth in Section 6(d) hereof. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. its terms. "Managing Underwriters" shall mean means the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 2 "New Securities" shall mean debt securities offering, if any, conducted pursuant to Section 6 hereof. "NASD Rules" means the Rules of the Company identical National Association of Securities Dealers, Inc., as amended from time to time. "Notice and Questionnaire" means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified form of Appendix A hereto. The term "person" means an individual, partnership, corporation, trust or eliminated, as appropriate) and to be issued under the Indenture or the New Securities Indenture. "New Securities Indenture" shall mean an indenture between the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified or eliminated, as appropriate). "New Securities Trustee" shall mean the Trustee unincorporated organization, or a bank government or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture. agency or political subdivision thereof. "Prospectus" shall mean means the prospectus included in any Registration Statement (including, without limitation, a any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), Securities Act) included in the Shelf Registration Statement, as amended 2 or supplemented by any prospectus supplement, supplement with respect to the terms of the offering of any portion of the Securities or the New Registrable Securities covered by such the Shelf Registration Statement, Statement and by all other amendments and supplements thereto to such prospectus, including all material incorporated by reference in such prospectus and all material documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein. "Purchase Agreement" shall have means the purchase agreement, dated as of February 8, 2005, between the Purchasers and the Company relating to the Securities. "Purchasers" means the Purchasers named in Schedule I to the Purchase Agreement. "Registrable Securities" means all or any portion of the Securities issued from time to time under the Indenture in registered form and the shares of Common Stock issuable upon conversion, repurchase or redemption of such Securities; provided, however, that a security ceases to be a Registrable Security when it is no longer a Restricted Security. "Registration Default" has the meaning set forth assigned thereto in Section 7(a) hereof. "Restricted Security" means any Security or share of Common Stock issuable upon conversion thereof except any such Security or share of Common Stock that (i) has been effectively registered under the preamble hereto. "Registered Exchange Offer" shall mean Securities Act and sold in a manner contemplated by the proposed offer Shelf Registration Statement, (ii) has been transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or is transferable pursuant to paragraph (k) of such Rule 144 (or any successor provision thereto) or (iii) has otherwise been transferred and a new Security or share of Common Stock not subject to transfer restrictions under the Securities Act has been delivered by or on behalf of the Company to issue and deliver to the Holders in accordance with Section 2.12 of the Securities that are not prohibited by any law or policy Indenture. "Rules and Regulations" means the published rules and regulations of the Commission from participating promulgated under the Securities Act or the Exchange Act, as in such offer, in exchange effect at any relevant time. "Securities Act" means the United States Securities Act of 1933, as amended. "Shelf Registration" means a registration effected pursuant to Section 2 hereof. "Shelf Registration Statement" means a "shelf" registration statement filed under the Securities Act providing for the Securities, registration of, and the sale on a like aggregate principal amount continuous or delayed basis by the Holders of, all of the New Securities. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of Registrable Securities pursuant to Rule 415 under the Securities or Act and/or any similar rule that may be adopted by the New Securities Commission, filed by the Company pursuant to the provisions of Section 2 of this Agreement, including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), amendments, and all exhibits thereto and all material incorporated by reference therein. "Securities" shall have in such registration statement. "Trust Indenture Act" means the meaning set forth in the preamble hereto. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement Trust Indenture Act of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, 1939, or any similar rule that may successor thereto, and the rules, regulations and forms promulgated thereunder, as the same shall be adopted by the Commission, amendments and supplements amended from time to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. time. 3 "Trustee" shall mean the trustee with respect to the Securities under the Indenture. The term "underwriter" shall mean means any underwriter of Registrable Securities in connection with an offering thereof under a Shelf Registration Statement. (b) Wherever there is a reference in this Agreement to a percentage of the "principal amount" of Registrable Securities or to a percentage of Registrable Securities, Common Stock shall be treated as representing the principal amount of Securities that was surrendered for conversion or exchange in order to receive such number of shares of Common Stock.
View More
Found in
PDL BIOPHARMA, INC. contract
Definitions. Capitalized terms Terms used but not defined herein without definition shall have the their respective meanings set forth in the Purchase Business Combination Agreement. As used in this Agreement, the The following capitalized defined terms shall used herein have the following meanings: "Act" "Adverse Disclosure" means public disclosure of material non-public information that, in the good faith judgment of the Company Board: (i) would be required to be made in any Registration Statement filed... with the Commission by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly. "Agreement" means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time. "Block Trade" means any non-marketed underwritten offering taking the form of a block trade to a financial institution, "qualified institutional buyer" or "institutional accredited investor," bought deal, over-night deal or similar transaction that does not include the filing of a Prospectus or Issuer Free Writing Prospectus with the Commission, "road show" presentations to potential investors requiring substantial marketing effort from management, the issuance of a "comfort letter" by the Company's auditors or the issuance of legal opinions by the Company's legal counsel (other than those delivered to the Company's transfer agent with respect to the removal of any legend). "Business Day" means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business; provided that banks shall mean be deemed to be generally open for the general transaction of business in the event of a "shelter in place" or similar closure of physical branch locations at the direction of any Governmental Entity if such banks' electronic funds transfer system (including for wire transfers) are open for use by customers on such day. "Business Combination Agreement" is defined in the recitals to this Agreement. "Closing" is defined in the recitals to this Agreement. "Commission" means the U.S. Securities and Exchange Commission, or any other Federal agency then administering the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" of any specified person shall mean any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law "Company" is defined in the preamble to close this Agreement. "Company Holders" is defined in New York City. "Commission" shall mean the Securities and Exchange Commission. recitals to this Agreement. "Company Board" means the board of directors of the Company. "Demand Registration" is defined in Section 2.2.1. "Demanding Holder" is defined in Section 2.2.1. "Domestication" is defined in the recitals to this Agreement. "Effectiveness Period" is defined in Section 3.1.3. "Exchange Act" shall mean means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer thereunder, all as the same shall be in effect at the time. "Filing Date" is defined in Section 2.1.1. "Form S-1" means a Registration Statement on Form S-1. "Form S-3" means a Registration Statement on Form S-3 or any similar short-form registration that may be available at such time. "Holders" is defined in the preamble to this Agreement. "Holder Indemnified Party" is defined in Section 4.1. "Issuer Free Writing Prospectus" shall mean means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities. "Indemnified Party" is defined in Section 4.3. "Indemnifying Party" is defined in Section 4.3. "Lock-Up Period" is defined in the applicable Lock-Up Agreement dated as of the date hereof among the Company, Sponsor and the Company Holder signatory hereto (the "Lock-Up Agreement"). "Maximum Number of Shares" is defined in Section 2.2.4. "Merger" is defined in the recitals to this Agreement. "Merger Sub" is defined in the recitals to this Agreement. "New Registration Statement" is defined in Section 2.1.4. "Notices" is defined in Section 6.4. "One Energy" is defined in the recitals to this Agreement. "Piggy-Back Registration" is defined in Section 2.3.1. "Prior Agreement" is defined in the recitals to this Agreement. "Pro Rata" is defined in Section 2.2.4. "Prospectus" means (i) the prospectus included in the Exchange Offer any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Exchange Offer Registration Period" shall mean the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, prospectus, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and supplements, and all other material incorporated by reference therein. "Exchanging Dealer" shall in such prospectus, and (ii) any Issuer Free Writing Prospectus. "Register," "Registered" and "Registration" mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer registration effected by preparing and elects filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. "Registrable Securities" means (i) the TortoiseCorp III Common Shares issued to exchange for New Securities any Securities that it acquired for its own account the One Energy Holders as a result of market-making activities or other trading activities (but not directly from Transaction Share Consideration, (ii) the TortoiseCorp III Common Shares held by the Company or any Affiliate Holders, (iii) the TortoiseCorp III Common Shares issued to the Company Holders upon conversion of the Company). "Holder" shall have the meaning set forth TortoiseCorp III Class B Shares in the preamble hereto. "Indenture" shall mean the indenture relating to the Securities, dated as of December 22, 2004, between the Company and Wilmington Trust Company as trustee, as the same may be amended from time to time in accordance connection with the terms thereof. "Initial Placement" shall have Merger, (iv) the meaning set forth in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. "Losses" shall have the meaning set forth in Section 6(d) hereof. "Majority Holders" shall mean the Holders TortoiseCorp III Common Shares issuable upon exercise of a majority of the aggregate principal amount of Securities registered under a Registration Statement. "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 2 "New Securities" shall mean debt securities all warrants of the Company identical in held by the Company Holders, and (iv) all material respects shares of Common Stock issued to the Securities (except that the interest rate step-up provisions and the transfer restrictions Holders with respect to such securities referred to in clauses (i) (iv) by way of any stock split, stock dividend or other distribution, recapitalization, stock exchange, stock reconstruction, amalgamation, contractual control arrangement or similar event. As to any Registrable Securities, such securities shall be modified or eliminated, as appropriate) and cease to be issued under the Indenture or the New Registrable Securities Indenture. "New Securities Indenture" shall mean an indenture between the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified or eliminated, as appropriate). "New Securities Trustee" shall mean the Trustee or when: (a) a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee Registration Statement with respect to the New Securities sale of such securities shall have become effective under the New Securities Indenture. "Prospectus" Act and such securities shall mean have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates or book-entry positions for them not bearing a legend restricting further transfer shall have been delivered by the prospectus included Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities may be sold by the holders thereof without restriction under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale; or (d) such securities shall have ceased to be outstanding. "Registration Statement" means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity). "Requesting Holder" is defined in Section 2.1.5(a). "Resale Shelf Registration Statement (including, without limitation, Statement" is defined in Section 2.1.1. "Restricted Securities" is defined in the Lock-Up Agreement. "Rule 144" means Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission). "SEC Guidance" means any publicly available written or oral guidance, comments, requirements, or requests of the Commission staff. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. "Selling Holders" is defined in Section 2.1.5(a)(ii). "Subsequent Shelf Registration" is defined in Section 2.1.3. "Suspension Event" is defined in Section 3.1.1. "TortoiseCorp III Class B Shares" means, prior to the Domestication, the Company's Class B ordinary shares, par value $0.0001 per share. "TortoiseCorp III Common Shares" means, from and after the Domestication, shares of voting common stock, par value $0.0001 per share, of the Company. "Transfer" means to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a prospectus put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, with respect to any Restricted Securities or (ii) enter into any swap or hedging or other arrangement which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the TortoiseCorp III Common Shares, or that discloses information previously omitted from transfers to another, in whole or in part, any of the economic consequences of ownership of any TortoiseCorp III Common Shares, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of such securities, in cash or otherwise. "Underwriter" means a prospectus filed securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer's market-making activities. "Underwritten Demand Registration" shall mean an effective registration statement in reliance upon Rule 430A under the Act), underwritten public offering of Registrable Securities pursuant to a Demand Registration, as amended or supplemented by any prospectus supplement, with respect to the terms of the supplemented. "Underwritten Takedown" shall mean an underwritten public offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Registrable Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. "Securities" shall have the meaning set forth in the preamble hereto. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 3 "Trustee" shall mean the trustee with respect to the Securities under the Indenture. "underwriter" shall mean any underwriter of Securities in connection with an offering thereof under a Resale Shelf Registration Statement. Statement, as amended or supplemented.
View More
