Definitions

Definitions. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the context clearly requires otherwise. Capitalized terms that are used but not defined herein shall have the meaning assigned to such terms in the Loan and Servicing Agreement (as defined below).

Definitions. "Affiliate" means any company or entity which, directly or indirectly, controls or is controlled by or under common control with, a party to this Agreement, but only for as long as such control exists. For the purposes of this definition, "control" (and its correlative meanings "controlled by" or "under common control with") means, with respect to a company or entity, the ownership or possession of (a) at least fifty percent (50%) of the share capital having ordinary voting power, (b) the right... to elect a majority of the members then-comprising the board of directors or equivalent corporate governance body of such company or entity, or (c) the operational management of the controlled company or entity by contract or otherwise. View More

Definitions. "AAA" means the American Arbitration Association or its successor. "Adjustment" has the meaning provided in Section 13. "Agreement" means this Products and Services Agreement. "Card" means the Qwil MasterCard Prepaid Card issued by Sutton Bank. "Company" means a business entity, association, sole proprietorship, or any other similar organization that you provide goods and services to or that acts as your placement agent. "Fee" means the amount disclosed to you that we charge you to (a) purchase... the related Unpaid Earnings and/or (b) facilitate payment from a person to you. Fees may vary by transaction, including whether you participate in the "AutoAdvance" feature. "Losses" means any claims, causes of action, liabilities, losses, damages, settlements, penalties, fines, forfeitures, fees (including legal, expert witness, and accounting fees), costs, and expenses. "Payee" means a user of the Qwil platform that receives payment via their Qwil Account. "Payment Account" means the valid bank account, PayPal account, debit card, prepaid card, or other financial account that you own and that you link to your Qwil Account. "Purchase Price" means the amount of the related Unpaid Earnings we decide to purchase minus the Fee. "Purchased Unpaid Earnings" means the Unpaid Earnings we purchase from you by paying the Purchase Price. "Qwil," "we," "our," and "us" mean Qwil PBC. "Qwil Account" means the account you open on our Website or mobile applications to obtain products and services from us. "Repurchase Event" means any breach by Seller of any of its representations, warranties, covenants, or agreements in this Agreement related to any Purchased Unpaid Earnings. "Repurchase Price" means, with respect to any Purchased Unpaid Earnings, the Purchase Price paid minus any amounts received from a Company on such Purchased Unpaid Earnings. "Transaction Information" has the meaning provided in Section 20. 9 "Unpaid Earnings" means the right to payment owed to you by a Company arising out of products and services you have provided to such Company or to its customers and any other related rights. Unpaid Earnings purchased by Qwil also include any related goods, invoices, accounts (including accounts receivable), equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all of your books and records relating to the foregoing, and any and all claims, rights and interests in any of the foregoing and all substitutions for, additions, attachments, accessories, accessions, and improvements to and replacements, products, proceeds, and insurance proceeds of any or all of the foregoing. "Website" means admin.qwil.co, app.qwil.co, qwil.co and any associated domain, subdomain, native application or any successor site. "You" and "your" mean the business or individual who set up or has the Qwil Account. View More

Definitions. Unless otherwise defined herein, capitalized terms or matters of construction defined or established in the Loan Agreement shall be applied herein as defined or established therein.

Definitions. Unless otherwise defined herein, including in the Definitions Appendix or any other Appendix, capitalized terms have the meanings provided in the Plan.

Definitions. Except as otherwise defined in this Amendment, capitalized terms in this Amendment have the meanings ascribed to such terms in the Agreement.

Definitions. Terms used as defined terms herein and not otherwise defined shall have the meanings provided therefor in the Purchase Agreement or the other Transaction Documents. In addition, subject to the terms and conditions herein, the Purchase Agreement as it pertains to the Holders is amended to include the following definitions: 2. Amendment of Debentures; Waivers. Subject to the terms and conditions herein, the Holders' Debentures are amended to, among other things, provide for the conversion thereof... at the option of each Holder into shares of Common Stock at a Conversion Price of $3.00 (subject to adjustment therein) and to extend the Maturity Date to April 21, 2021 and to provide for antidilution protection for certain equity issuances in Section 5(b) of the Debentures until such time that the Debentures are paid in full as provided therein and restated in their entirety as set forth in Exhibit A attached hereto (the "A&R Debentures"). The Company shall promptly deliver to the Holders their respective A&R Debentures, in each case in exchange for the surrender to the Company and cancellation of the Holders' original Debentures. In exchange therefor, the Holders hereby irrevocably waive (1) the Company's requirements to pay the Monthly Redemption on each of the Monthly Redemption Dates until August 1, 2020 and (2) any adjustments to the Conversion Price or the Exercise Price under Section 5(b) of the A&R Debentures and Section 3(b) of the A&R Warrants with respect, and only with respect, to the Company's issuance of the "Commitment Shares" described in Schedule 4.8 of the Disclosure Schedules furnished by the Company to the Holders in connection with this Agreement. View More

Definitions. Accumulated Shares means for a given trading day, the sum of (i) one (1) share and (ii) a cumulative number of shares, including the accumulated value of a company's dividends paid during the Performance Period, of a company's common shares purchased with dividends declared on a company's common shares, assuming same day reinvestment of the dividends in the common shares of a company at the closing price on the ex-dividend date, for ex-dividend dates between the first day of the period over... which the Beginning Average Stock Price is calculated and the trading day, appropriately adjusted to reflect stock splits, stock dividends, spin-offs and similar transactions. Average ROTCE means the three-year average ROTCE for the Performance Period. Beginning Average Stock Price means the average, over the twenty (20) consecutive trading days ending on the last trading day immediately preceding the first day of the Performance Period, of the closing price of a company's common shares multiplied by the Accumulated Shares for each trading day during the measurement period. Cumulative Adjusted EPS means the cumulative diluted earnings per share achieved for the Performance Period, adjusted to exclude one-time or unusual items as the Board or the Committee may determine, including without limitation, (i) any effect of a change in accounting principles; and (ii) the after-tax impact of merger-related costs (including adjustments to the allowance for loan losses), discontinued operations, unplanned executive costs, securities gains and branch closure costs. Ending Average Stock Price means the average, over the twenty (20) consecutive trading days ending on the last trading day of the Performance Period, of the closing price of a company's common shares multiplied by the Accumulated Shares for each trading day during the measurement period. Performance Period means the three-year period beginning January 1, 2020 and ending December 31, 2022. Relative ROTCE Percentile means the percentile rank of the Company's Average ROTCE relative to the Average ROTCE of the companies in the ROTCE Peer Group for the Performance Period. Relative ROTCE Percentile will be determined by ranking the Average ROTCE of the Company and each of the companies in the ROTCE Peer Group from highest to lowest, with the company having the highest Average ROTCE being assigned a rank of 1. The Company's Relative ROTCE Percentile shall be calculated using the equation below, where N is the total number of companies in the ROTCE Peer Group, including the Company, and R is the Company's ranking within the ROTCE Peer Group: A-1 Relative ROTCE Percentile = N – R N – 1 Relative TSR Percentile means the percentile rank of the Company's Total Shareholder Return relative to the Total Shareholder Return of the companies in the TSR Peer Group for the Performance Period. Relative TSR Percentile will be determined by ranking the Total Shareholder Return of the Company and each of the companies in the TSR Peer Group from highest to lowest, with the company having the highest Total Shareholder Return being assigned a rank of 1. The Company's Relative TSR Percentile shall be calculated using the equation below, where N is the total number of companies in the TSR Peer Group, including the Company, and R is the Company's ranking within the TSR Peer Group: Relative TSR Percentile = N – R N – 1 ROTCE means, for any fiscal year, net income attributable to common shareholders, adjusted to exclude (i) any effect of a change in accounting principles; and (ii) the after-tax impact of amortization of intangibles, merger-related costs (including adjustments to the allowance for loan losses), discontinued operations, and securities gains, divided by average tangible common equity. ROTCE Peer Group means the companies listed on Schedule I hereto. Total Shareholder Return or TSR shall mean the result obtained by using the following equation: TSR = (Ending Average Stock Price – Beginning Average Stock Price) Beginning Average Stock Price TSR Peer Group means the companies listed on Schedule II hereto. View More

Definitions. All capitalized terms used herein or in any certificate, report or other document delivered pursuant hereto shall has the meanings assigned to them below or as defined in the Note or in the Uniform Commercial Code as adopted in the State of New Jersey (the "NJ Code").

Definitions. Capitalized terms used but not otherwise defined herein all have the meanings assigned to them in the Credit Agreement, as amended hereby.