Definitions. The following definitions in Section 1.01 of the Indenture are hereby amended and restated as follows: "Charter" means the organizational documents of the Guarantor, as amended from time to time; "Board of Directors" means the board of directors (or similar governing body) of the General Partner or a committee of that board (or governing body) duly authorized to act under the Indenture; provided that, in the definition of "Continuing Directors" and in Article 14, Board of Directors shall... refer to the board of trustees (or similar governing body) of New Gramercy.View More
Definitions. Capitalized terms defined in the Receivables Purchase and Contribution Agreement and used but not otherwise defined herein have the meanings given to them in (or by reference in) the Receivables Purchase and Contribution Agreement.
Definitions. Shall be added to read as follows: "Initial Advance Date" shall mean the first day on which Debtor intends to commence requesting advances under Credit Facility A.
Definitions. Bank. SmartBank, a bank chartered under the laws of Tennessee, and any successor or transferee of substantially all of its business or assets. Board or Board of Directors. The Board of Directors of the Bank. Common Stock. The common stock of the Bank, $1.00 par value. Employee. A full-time employee of the Bank or a Subsidiary, including an officer who is such an employee. Fair Market Value. The fair market value of the shares of Common Stock as of such date as determined in good faith by the... Board of Directors. Incentive Stock Option. Any Option intended to meet the requirements of an incentive stock option as defined in Section 422. Non-Qualified Stock Option. Any Option not intended to be an Incentive Stock Option. Option. An option to purchase shares of Common Stock granted under the Plan, including both an Incentive Stock Option and a Non-Qualified Stock Option, evidenced by a written Stock Option Agreement. Person. An individual, a partnership, a corporation, or any other private, governmental or other entity. Plan. The SmartBank Stock Option Plan herein set forth, as the same may from time to time be amended. Rule 16b-3. Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and any successor rule or regulation. Section 422. Section 422 of the Internal Revenue Code of 1986, as amended, or any successor statute. Subsidiary. Any business association (including a corporation or a partnership) in an unbroken chain of such associations beginning with the Bank if each of the associations (other than the last association in such chain) owns equity interests possessing 50% or more of the combined voting power of all classes of equity interests in one of the other associations in such chain.View More
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the New Note or Additional Warrants (as defined herein); and (b) the following terms have the meanings set forth in this Section 1: "Additional Warrants" means, collectively, the Common Stock purchase warrants delivered to the Holder at the Closing in accordance with Section 2.2(a) hereof, which shall be in the form of Exhibit B... attached hereto. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. "Closing Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to: (i) the Holders' obligations to surrender the Original Note and (ii) the Company's obligations to deliver the New Note and Additional Warrants have been satisfied or waived. "Commission" means the United States Securities and Exchange Commission. "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. "Encumbrances" shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 1 "New Note" means the note due, subject to the terms therein, on the one year anniversary of the date on which it is issued, as issued by the Company to the Holder hereunder, in the principal amount of $532,811 (which principal amount is inclusive of the accrued but unpaid interest on the Original Note) in the form of Exhibit A attached hereto. "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. "Required Approvals" shall have the meaning ascribed to such term in Section 4(d). "Required Minimum" means, as of any date, 125% of the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise of all Additional Warrants ignoring any exercise limits set forth therein. "Securities" means the New Note, the Additional Warrants and the Underlying Shares. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Shareholder Approval" means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Underlying Shares in excess of 15.1% of the issued and outstanding Common Stock on the Closing Date. "Trading Day" means a day on which the principal Trading Market is open for trading. "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board or the OTC Markets Inc. (or any successors to any of the foregoing). "Transaction Documents" means this Agreement, the New Note and the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder. "Underlying Shares" means the shares of Common Stock issuable upon exercise of the Additional Warrants. "Warrant Shares" means the shares of Common Stock issuable upon exercise of the Additional Warrants.View More
Definitions. Unless otherwise defined herein, all terms used herein shall have the definitions specified in the Certificate of Designation and the Subscription Agreement.
Definitions. Unless otherwise defined herein, or the context hereof otherwise requires, each term defined in either of the Credit Agreement or in the UCC is used in this Agreement with the same meaning; provided that, if the definition given to such term in the Credit Agreement conflicts with the definition given to such term in the UCC, the Credit Agreement definition shall control to the extent legally allowable; and if any definition given to such term in Article 9 of the UCC conflicts with the... definition given to such term in any other chapter of the UCC, the Article 9 definition shall prevail. All definitions herein shall be equally applicable to both the singular and plural forms of the defined terms. As used herein, the following terms have the meanings indicated: "Borrower" shall have the meaning set forth in the recitals of this Agreement. "Borrower Operating Agreement" shall mean the Operating Agreement of Borrower, dated as of September 1, 2011. "Collateral" shall have the meaning set forth in Section 2.1. "Control" shall have the meaning set forth in Section 9-314 of the UCC. "Grantor" and "Grantors" have the meanings set forth in the introductory paragraph of this Agreement and includes each Grantor's respective successors and assigns. "Instrument" means any "instrument", as such term is defined in Section 9.102(a)(47) of the UCC. "Pledged Equity Interests" means all limited liability company interests issued by Borrower listed on Exhibit A, including but not limited to all rights to participate in the management of the Borrower as a member, and any and all certificates representing such limited liability company interests and any interest of Grantors on the books and records of Borrower with respect to such limited liability company interests and all dividends, other distributions, cash, warrants, rights, options, instruments, securities and other property or other Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests. "Proceeds" means any "proceeds," as such term is defined in Section 9-102(a)(64) of the UCC, and, in any event, shall include, but not be limited to, (a) any and all dividends and distributions with respect to any of the Pledged Equity Interests, (b) proceeds of any insurance, indemnity, warranty, or guaranty payable to any Grantor from time to time with respect to any of the Pledged Equity Interests, (c) any and all payments (in any form whatsoever) made or due and payable to any Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the Pledged Equity Interests by any Governmental Authority (or any person acting under color of Governmental Authority), and (d) any and all other amounts from time to time paid or payable under or in connection with any of the Pledged Equity Interests. 2 "Section" means a numbered Section of this Agreement, unless another document is specifically referenced. "Secured Obligations" means, collectively, the Obligations (as defined in the Credit Agreement), whether or not (a) such Obligations arise or accrue before or after the filing by or against any Grantor of a petition under the Bankruptcy Code, or any similar filing by or against any Grantor under the laws of any jurisdiction, or any bankruptcy, insolvency, receivership or other similar proceeding, (b) such Obligations are allowable under Section 502(b)(2) of the Bankruptcy Code or under any other insolvency proceedings, (c) the right of payment in respect of such Obligations is reduced to judgment, or (d) such Obligations are liquidated, unliquidated, similar, dissimilar, related, unrelated, direct, indirect, fixed, contingent, primary, secondary, joint, several, or joint and several, matured, disputed, undisputed, legal, equitable, secured, or unsecured. "Security" has the meaning set forth in Section 8-102(a)(15) of the UCC. "Security Interests" means the pledge and security interests securing the Secured Obligations, including (a) the pledge and security interest in the Collateral granted in this Agreement, and (b) all other security interests created or assigned as additional security for the Secured Obligations pursuant to the provisions of this Agreement. "Specified LLC Rights" means any equity interests, securities, dividends or other distributions and any other right or property which any Grantor shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for the Pledged Equity Interests. "UCC" means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Florida; provided, however, that in any event, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority (or terms of similar import in any applicable jurisdiction) of Secured Party's Security Interest in any Collateral is governed by the UCC (or other similar law) as in effect in a jurisdiction (whether within or outside the United States) other than the State of Florida, the term "UCC" shall mean the Uniform Commercial Code (or other similar law) as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority (or terms of similar import in such jurisdiction) and for purposes of definitions related to such provisions.View More
Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Exchange Agreement (the "EXCHANGE AGREEMENT"), dated May 21, 2015, among the Company and the Subscribers signatory thereto pursuant to which this AIR was issued.
