Certain Definitions 1 Clause Samples
The 'CERTAIN DEFINITIONS 1' clause establishes specific meanings for key terms used throughout the contract. It typically lists and clarifies words or phrases that might otherwise be ambiguous, such as defining what constitutes a "business day" or "confidential information" within the agreement. By providing these definitions at the outset, the clause ensures that all parties interpret important terms consistently, reducing the risk of misunderstandings or disputes over language during the contract's execution.
Certain Definitions 1. Section 1.1. Certain Definitions 1 Section 1.2. Interpretation 13 ARTICLE II PURCHASE AND SALE 13 Section 2.1. Agreement to Sell and Purchase 13 Section 2.2. Closing Date Consideration 14 Section 2.3. Purchase Price Adjustment 14 Section 2.4. Deferred Consideration 16 Section 2.5. Contingency Consideration 17 Section 2.6. Code Section 483 18 ARTICLE III CLOSING 18 Section 3.1. Closing 18 Section 3.2. Deliveries and Proceedings at Closing 19 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 19 Section 4.1. Organization and Qualification; Subsidiaries 19 Section 4.2. Authorization 20 Section 4.3. No Conflict 20 Section 4.4. Consents 21 Section 4.5. Capitalization 21 Section 4.6. Financial Statements 21 Section 4.7. Absence of Certain Changes or Events 22 Section 4.8. Title 24 Section 4.9. Owned Real Property 24 Section 4.10. Leases 24 Section 4.11. Working Capital Assets 25 Section 4.12. Intellectual Property 25 Section 4.13. Contracts 27 Section 4.14. Litigation 29 Section 4.15. Compliance with Laws 29 Section 4.16. Environmental Matters 29 Section 4.17. Employee Benefit Matters 30 Section 4.18. Taxes 32 Section 4.19. Employee Relations 35
Section 4.20. Insurance 36
Section 4.21. Brokers 36 Section 4.22. Employment Contracts; Compensation Arrangements; Officers and Managers 37 Section 4.23. Customers 37 Section 4.24. Payoff Letters 37 Section 4.25. No Other Representations or Warranties 38 ARTICLE V REPRESENTATIONS AND WARRANTIES OF JETPAY 38 Section 5.1. Organization 38 Section 5.2. Authorization 38 Section 5.3. No Conflict 38 Section 5.4. Consents 39 Section 5.5. Brokers 39 Section 5.6. SEC Filings 39 Section 5.7. Capitalization 39 Section 5.8. Litigation 40 Section 5.9. NASDAQ Listing 40 Section 5.10. No Other Representations or Warranties 41 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE SELLERS 41 Section 6.1. Title 41 Section 6.2. Authorization 41 Section 6.3. Litigation 41 Section 6.4. Investment Status 41 Section 6.5. JetPay Common Stock 42 ARTICLE VII COVENANTS AND AGREEMENTS 42 Section 7.1. Further Assurances 42 Section 7.2. Public Announcements 43 Section 7.3. Consents and Waivers 43 Section 7.4. Post-Closing Obligations of JetPay and the Company 44 Section 7.5. Form 8-K Filings 44 Section 7.6. Non-competition; Non-solicitation 45 Section 7.7. Tax Matters 46 Section 7.8. Registration Rights 49
Certain Definitions 1. 1.1 Certain Definitions 1 1.2 Accounting Terms 13 2.1 Purchase and Sale of Assets 13 2.2 Assumption of Liabilities 14 2.3 Purchase Price 14 2.4 Calculation of Loans to be Transferred 15
Certain Definitions 1. 1Certain Definitions The following terms are used in this Agreement with the meanings set forth below: “401(k) Plan” has the meaning set forth in Section 5.17. “Acquisition Event” has the meaning set forth in Section 7.2. “Acquisition Proposal” has the meaning set forth in Section 5.7. “Acquisition Transaction” has the meaning set forth in Section 7.2. A-1 Table of Contents “Affiliate” means, with respect to a Person, any Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; for purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “under common control with”), as applied to any Person, means the possession, directly or indirectly, of (i) ownership, control or power to vote twenty-five percent (25%) or more of the outstanding shares of any class of voting securities of such Person, (ii) control, in any manner, over the election of a majority of the directors, trustees or general partners (or individuals exercising similar functions) of such Person or (iii) the power to exercise a controlling influence over the management or policies of such Person; provided, however, neither Folsom Lake Bank nor any of its Affiliates shall be deemed an Affiliate of CVCY, Central Valley Community Bank or any of their respective Subsidiaries for purposes of this Agreement prior to the Effective Time and neither CVCY, Central Valley Community Bank nor any of their respective Affiliates shall be deemed an Affiliate of Folsom Lake Bank or any of its Subsidiaries for purposes of this Agreement prior to the Effective Time. “Aggregate Merger Consideration” means the number of CVCY Common Stock calculated by multiplying the number of Folsom Lake Bank Diluted Shares by the Exchange Ratio. “Agreement” means this Agreement and Plan of Reorganization and Merger, as amended or modified from time to time in accordance with Section 8.2. “Assumed Options” has the meaning set forth in Section 2.4(h). “Bank Secrecy Act” means the Bank Secrecy Act of 1970, as amended. “Benefit Plan” or “Benefit Plans” has the meaning set forth in Section 4.2(n)(i). “Burdensome Condition” has the meaning set forth in Section 6.1(a). “Business Day” means Monday through Friday of each week, except a legal holiday recognized as such by the United States government or any day on which banking institutions in the State of California are authorized or obligated to close. “Central Valley Community Bank” has the...
Certain Definitions 1. Section 1.1 Certain Definitions 1 Section 1.2 Cross-Reference of Other Definitions 12
Certain Definitions 1. 1.1 Certain Definitions 1 1.2 Accounting Terms 13
Certain Definitions 1. 1 In this Agreement, including in the Schedules, Exhibits and Annexes attached hereto and in the Annexes to such Schedules (if any), the following capitalized terms shall have the following respective meanings: Accounting Principles means in respect of the Company, the accounting principles provided for under the applicable provisions of Italian law as well as the accounting principles prepared by the ▇▇▇▇▇▇▇▇▇ Nazionale dei Dottori Commercialisti e degli Esperti Contabili and the Organismo Italiano di Contabilità (OIC), in each case consistently applied throughout the periods involved. Action means any action, notice, claim, complaint, charge, writ, dispute, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative, judicial or regulatory), or any appeal therefrom. Affiliate means, with respect to any Person, any individual, corporation, partnership, limited liability company, joint stock company, joint venture, association, foundation (“fondazione”), trust or other entity or organization directly or indirectly (x) controlling, controlled by or under common control with such Person (it being understood that, for the purposes of this definition, the notion of control shall be interpreted in accordance with Article 2359, paragraph 1 no. 1 and 2, of the Code) or (y) subject to a relevant influence of such Person pursuant to Article 2359, paragraph 3, of the Code. Agents shall have the meaning set forth in Section 8.17(i) of this Agreement. Aggregate Price means an amount equal to (i) the Base Cash Price, minus (ii) the amount (if any) by which the Closing Date Net Working Capital is less than the Target Net Working Capital, plus (iii) the amount (if any) by which the Closing Date Net Working Capital exceeds the Target Net Working Capital Amount, plus (iv) the Closing Date Cash, minus (v) the Closing Date Debt, minus (vi) the Closing Date Transaction Expenses (if any). Aggregate Price Allocation means the percentages of allocation of the Estimated Aggregate Price, the Provisional Purchase Price Amount and the Aggregate Price, as applicable, among the Sellers as set forth in Schedule A, which, as agreed among the Sellers, reflects an exit ratchet mechanism in favor of certain Sellers and shall also apply to any adjustments to the Estimated Aggregate Price and the Provisional Purchase Price Amount or any payment of the Purchase Price Holdback Amount to the Sellers pursuant to Article 7 (if any). 3 Aggreg...
Certain Definitions 1. Section 1.1
Certain Definitions 1