Definitions

Definitions. The definitions for certain terms used herein are set forth in Exhibit A.

Definitions. The following definitions are hereby added to Section 1.1 of the LLC Agreement in their appropriate alphabetical position:

Definitions. WITNESSETH WHEREAS, the Company is a Maryland corporation organized in accordance with Maryland General Corporation Law and intends to qualify as a REIT; WHEREAS, the Company is the general partner of the Operating Partnership; WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor (as defined below) and to have the Advisor undertake the duties and responsibilities... hereinafter set forth, on behalf of, and subject to the supervision of the Board of Directors, all as provided herein; WHEREAS, the Advisor is willing to render such services, subject to the supervision of the Board of Directors, on the terms and subject to the conditions hereinafter set forth. View More

Definitions. Terms used as defined terms herein and not otherwise defined shall have the meanings provided therefor in the Purchase Agreement. In addition, the following terms shall have the following meanings: "Common Stock" means the common stock of the Company, par value $0.0001 per share. "Securities" means the Series B-1 Preferred Stock and the Underlying Shares. "Series B-1 Certificate of Designation" means the Certificate of Designation for the Series B-1 Preferred Stock to be filed by the Company... with the Secretary of State of Delaware, substantially in the form of Exhibit A attached hereto. "Series B-1 Preferred Stock" means the 2,227.2 shares of the Company's Series B-1 Convertible Preferred Stock issued hereunder having the rights, preferences and privileges set forth in the Series B-1 Certificate of Designation. "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 any Underlying Shares. "Transaction Documents" means this Agreement and the Series B-1 Certificate of Designation. "Underlying Shares" means the shares of Common Stock issued and issuable upon conversion of the Series B-1 Preferred Stock. View More

Definitions. All of the Definitions contained in Article 1 of the Agreement shall have the same meanings herein unless specifically stated otherwise, Any capitalized terms not specifically defined herein, shall have the same meaning ascribed to them as set forth in the Agreement.

Definitions. Certain Definitions

Definitions. 1.1 "AFFILIATE" shall mean any legal entity (including, but not limited to, a corporation, partnership, or limited liability company) that is controlled by COMPANY. For the purposes of this definition, the term "control" means (i) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities or (ii) a fifty percent (50%) or greater interest in the net assets or profits of a partnership or other business... organization without voting securities. View More

Definitions. As used in this Agreement, the following terms have the definitions hereinafter indicated: Acquisition Expenses. Any and all expenses incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on... assets not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence. Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with acquiring Investments, including but not limited to the development or construction of a property, including real estate commissions, selection fees, development fees, construction fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be development fees and construction fees paid to any Person not an Affiliate of the Advisor in connection with the actual development and construction of a property. Affiliate or Affiliated. With respect to any Person, (i) any party directly or indirectly owning, controlling or holding the power to vote 10% of more of the outstanding voting securities of such Person; (ii) any party 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by the Person; (iii) any party directly or indirectly controlling, controlled by or under common control with the Person; (iv) any executive officer, director, trustee or general partner of the Person; or (v) any legal entity for which the Person acts as an executive officer, director, trustee or general partner. Average Invested Assets. For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly by the Operating Partnership, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period. Adopted by the Board of Trustees Effective 1.1.16 Board. The board of trustees of the Company, as of any particular time. Bylaws. The bylaws of the Company, as the same are in effect from time to time. Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Advisor in connection with performing its duties hereunder. Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. Distributions. Any distributions of money or other property by the Company to owners of Shares, including distributions that may constitute a return of capital for federal income tax purposes. In connection with the Operating Partnership, any distributions of money or other property of an Operating Partner to owners of its partnership interests, including distributions that may constitute a return of capital for federal income tax purposes. Excess Amount. Excess Amount shall have the meaning set forth in Section 13. Expense Year. Expense Year shall have the meaning set forth in Section 13. GAAP. Generally accepted accounting principles as in effect in the United States of America from time to time. Governing Instruments. The Articles of Organization, Declaration of Trust and Bylaws of the Company, as amended from time to time. Indemnitee. Indemnitee and Indemnitees shall have the meaning set forth in Section 20 herein. Independent Trustee. Independent Trustee shall have the meaning set forth in the Governing Instruments and the Operating Partnership Agreement. Investment Company Act. The Investment Company Act of 1940, as amended. Investments. Any investments by the Company or an Operating Partnership in Real Estate Assets and Other Real Estate Related Investments. Joint Ventures. The joint venture or partnership arrangements (other than with an Operating Partnership) in which the Company or any of its subsidiaries is a co-venturer or general partner which are established to acquire Investments. Listing. The listing of the Shares on a national securities exchange or the receipt by the Shareholders of securities that are listed on a national securities exchange in exchange for the Company's common stock. Upon such Listing, the Shares shall be deemed Listed. Loans. Any indebtedness or obligations in respect of borrowed money or evidenced by bonds, notes, debentures, deeds of trust, letters of credit or similar instruments, including mortgages and mezzanine loans. Management Fee. The fee payable to the Advisor pursuant to Section 10. NASAA REIT Guidelines. The Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association on May 7, 2007, as may be amended from time to time. Adopted by the Board of Trustees Effective 1.1.16 Net Income. For any period, the Company's total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the Sale of the Company's assets. Operating Partnership Agreement. The Limited Partnership Agreement of the Operating Partnership as may be amended from time to time. Organizational and Offering Expenses. Organizational and Offering Expenses means all expenses incurred by or on behalf of the Company and the Operating Partnership in connection with their formation and preparing the Company and Operating Partnership for any private offering of their securities, any registration of the Company's Shares, Listing of the Shares and any subsequent public offering of the Company's Shares, whether incurred before or after the date of this Agreement, which may include but are not limited to: total underwriting and brokerage discounts and commissions (including fees of the underwriters' or brokers' attorneys); any expense allowance of an underwriter or broker; any reimbursement of expenses of an underwriter or broker; expenses for printing, engraving and mailing offering documents; telephone and other telecommunications costs; all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings); charges of transfer agents, registrars, trustees, escrow agents, depositaries and experts; expenses regarding the registration or compliance with exemption requirements in connection with any sale of the Company's or the Operating Partnership's securities under federal and applicable state securities laws; and related taxes and fees and accountants' and attorneys' fees. Other Real Estate Related Investments. Any investments by the Company or the Operating Partnership in debt and equity interests backed by real estate, including (i) real estate securities such as common stocks, preferred stocks and options to acquire stock in REITs and other real estate companies and (ii) debt-related investments such as (a) mortgage, mezzanine, bridge and other loans and (b) debt and derivative securities related to real estate assets including mortgage-backed securities, collateralized debt obligations, debt securities issued by real estate companies and credit default swaps. Partnership Interests. The partnership interests of the Operating Partnership. Partners. The holders of the Partnership Interests. Person. An individual, corporation, partnership, trust, joint venture, Limited Liability Company or other entity. Real Estate Assets. Any investments by the Company or the Operating Partnership in unimproved and improved Real Property (including, without limitation, fee or leasehold interests, options and leases) either directly or through a Joint Venture. Real Property. Real property owned from time to time by the Company or the Operating Partnership, either directly or through Joint Ventures, which consists of (i) land only, (ii) land, including the buildings located thereon, (iii) buildings only or (iv) such investments the Board and the Advisor mutually designate as Real Property to the extent such investments could be classified as Real Property. REIT. A View More

Definitions. Unless defined in this Amendment, capitalized terms shall have the same meanings as those ascribed to them in the Xbox One PLA. The following definition is hereby deleted and replaced with: [***]

Definitions. For purposes of this Agreement, references to "other enterprise" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Director with respect to any employee benefit plan; and references to "serving at the request of FHLBank" shall include any service as an officer or employee of FHLBank which imposes duties on, or involves services by the Director with respect to an employee benefit plan, its participants and beneficiaries; and a person who... acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of FHLBank" as referred to in this Agreement. View More