Definitions

Definitions. For all purposes of the Indenture and this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the words "herein," "hereof" and "hereunder" and other words of similar import refer to the Indenture and this Second Supplemental Indenture as a whole and not to any particular Article, Section or subdivision; (b) capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings assigned to them in the... Indenture; and (c) all references in the Indenture and the Notes to "FelCor Lodging Trust Incorporated" are hereby amended and replaced with "Rangers Sub I, LLC"; and (d) all references in the Indenture and the Notes to "FelCor" are hereby amended and replaced with "Rangers Sub I". View More

Definitions. All terms used herein that are defined in the Loan Agreement and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the Restated Trust Agreement.

Definitions. Unless the context otherwise provides or requires, capitalized terms used herein which are not defined herein shall have the meanings ascribed to them in the Loan Agreement; provided, however, that all references in the Loan Agreement to (a) "Obligations" shall, in addition to the definition set forth in the Loan Agreement include, but not be limited to, the duties and obligations of the Borrowers under this Amendment, and (b) "Loan Documents" shall, in addition to the definition set forth in... the Loan Agreement include, but not be limited to, this Amendment and the documents and instruments to be delivered pursuant to this Amendment. View More

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. The following terms shall have the respective meanings provided for in the UCC: "Accounts", "Cash Proceeds", "Chattel Paper", "Deposit Account", "Documents", "Fixtures", "General Intangibles", "Goods", "Instruments", "Inventory", "Investment Property", "Letter-of-Credit Rights", "Noncash Proceeds", "Payment Intangibles", "Proceeds", "Record", "Software" and "Supporting Obligations".

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