Frequently Used Terms Sample Clauses

Frequently Used Terms. For the purposes this document, "Agreement" is defined as all disclosures and terms that are included in the REWARDS VISA CREDIT CARD AGREEMENT & DISCLOSURE (also referenced in the Application as the "Consumer Credit Card Agreement and Disclosure").
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Frequently Used Terms. Unless the context indicates otherwise, references in this prospectus to the “Company,” “Vincerx,” “we,” “us,” “our” and similar terms refer to Vincerx Pharma, Inc. (f/k/a Vincera Pharma, Inc. f/k/a LifeSci Acquisition Corp.) and its consolidated subsidiaries. References to “LSAC” refer to our predecessor company prior to the consummation of the Business Combination.
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Frequently Used Terms. A few frequently used terms may be helpful for you to have in mind at the outset. This document refers to: • ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., a Delaware corporation, as ‘‘KMI’’; • ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P., a Delaware limited partnership, as ‘‘KMP’’; • ▇▇▇▇▇▇ ▇▇▇▇▇▇ Management, LLC, a Delaware limited liability company, as ‘‘KMR’’; • El Paso Pipeline Partners, L.P., a Delaware limited partnership, as ‘‘EPB’’; • Kinder ▇▇▇▇▇▇ ▇.▇., Inc., a Delaware corporation and the general partner of KMP, as ‘‘KMGP’’; • El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company and the general partner of EPB, as ‘‘EPGP’’; • the board of directors of KMI as the ‘‘KMI board’’; • the conflicts and audit committee of the KMGP board, both before and after the adoption of the formal resolutions forming and delegating authority to the conflicts and audit committee of the KMGP board, as the ‘‘KMGP conflicts committee’’; • the special committee of the KMR board, both before and after the adoption of the formal resolutions forming and delegating authority to the special committee of the KMR board, as the ‘‘KMR special committee’’; • the conflicts committee of the EPGP board, both before and after the adoption of the formal resolutions forming and delegating authority to the conflicts committee of the EPGP board, as the ‘‘EPGP conflicts committee’’; • the Class P common stock, par value $0.01 per share, of KMI as ‘‘our common stock’’ or ‘‘KMI common stock’’; • the common units representing limited partner interests of KMP as ‘‘KMP common units’’; • the shares representing limited liability company interests of KMR as ‘‘KMR shares’’; • the KMR shares that are listed on the New York Stock Exchange as ‘‘KMR listed shares’’; • the common units representing limited partner interests of EPB as ‘‘EPB common units’’; • the Agreement and Plan of Merger dated as of August 9, 2014, among KMI, KMP, KMGP, KMR and P Merger Sub LLC, as it may be amended from time to time, as the ‘‘KMP merger agreement’’; • the proposed merger pursuant to the KMP merger agreement whereby KMI will acquire directly or indirectly all of the outstanding KMP common units that KMI and its subsidiaries do not already own as the ‘‘KMP merger’’; • the KMP unitholders (other than KMI and its affiliates) as the ‘‘unaffiliated KMP unitholders’’; • the Agreement and Plan of Merger dated as of August 9, 2014, among KMI, KMR and R Merger Sub LLC, as it may be amended from time to time, as the ‘‘KMR merger agreement’...
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Frequently Used Terms. In this document:
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Frequently Used Terms. 1 The Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 The Support Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 The Parties to the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Relationship of the Parties to the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Consideration for the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Interests of Certain Persons in the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Special Meeting; Stockholders Entitled to Vote; Vote Required . . . . . . . . . . . . . . . . . . . . . . . 5 Stock Ownership of Our Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Recommendation of Our Board of Directors and Its Reasons for the Transactions . . . . . . . . . 5 Opinion of Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Conditions to Completion of the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Changes in Board or Committee Recommendations 10 Risks Relating to the Transactions 12 Regulatory Approvals Required for the Transactions 12 Termination of the Merger Agreements 13 Expenses and Termination Fees Relating to the Transactions 15 No Solicitation of Competing Proposals 15 No Appraisal Rights 19 Accounting Treatment of the Transactions 19 Litigation Relating to the Mergers 19 Selected Historical Consolidated Financial Data of KMI 19 Selected Historical Consolidated Financial Data of KMP 21 Selected Historical Consolidated Financial Data of KMR 22 Selected Historical Consolidated Financial Data of EPB 22 Selected Unaudited Pro Forma Condensed Combined Financial Information 23 Unaudited Comparative Per Share/Unit Information 24 QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PROPOSALS 27 THE TRANSACTIONS 31 Summary of the Transactions 31 Background of the Transactions 33 Relationship of the Parties to the Transactions 55 Recommendation of Our Board of Directors and Its Reasons for the Transactions 56 Projected Financial Information 58 Opinion of Barclays Capital Inc. 60 Financial Analyses of Citigroup Global Markets Inc. 68 Interests of Certain P...
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Frequently Used Terms. Absolute dating – assigning a specific, numerical date or date range to an historical object, structure, artifact, or sample. The opposite of absolute dating is “relative dating” (see definition below), where no numerical dates are assigned; rather, age is described as “older than” or “younger than” another object. Adverse effect – a permanent, negative impact to a historical or archaeological resource. Can include physical damage, or a negative change to the surrounding environment such as noise pollution. Advisory Council on Historical Preservation (ACHP) – oversees the Federal Preservation programs, including the National Historic Preservation Act (NHPA) and all related Code of Federal Regulations (CFR). See Participants and Applicable Laws.
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Frequently Used Terms. 2 QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION . . . . . . . . . . . . . . . 6 SUMMARY OF THE PROXY STATEMENT/PROSPECTUS 19 SELECTED HISTORICAL FINANCIAL INFORMATION OF APPHARVEST 31 SELECTED HISTORICAL FINANCIAL INFORMATION OF NOVUS 33 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 34 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 37 RISK FACTORS 39 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 72 COMPARATIVE SHARE INFORMATION 80 CAPITALIZATION 82 THE SPECIAL MEETING OF NOVUS’S STOCKHOLDERS 83 PROPOSAL NO. 1 – THE BUSINESS COMBINATION PROPOSAL 89 THE BUSINESS COMBINATION AGREEMENT 102 CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION 115 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION AND THE BUSINESS COMBINATION 118 PROPOSAL NO. 2 – THE CHARTER PROPOSALS 126 PROPOSAL NO. 3 – THE EQUITY INCENTIVE PLAN PROPOSAL 136 PROPOSAL NO. 4 – THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL 144 PROPOSAL NO. 5 – THE NASDAQ PROPOSAL 148 PROPOSAL NO. 6 – THE ADJOURNMENT PROPOSAL 150 INFORMATION ABOUT APPHARVEST 151 APPHARVEST’S EXECUTIVE COMPENSATION 164 APPHARVEST MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 171 CERTAIN APPHARVEST RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 183 INFORMATION ABOUT NOVUS 189 NOVUS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199 CERTAIN NOVUS RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . 206 MANAGEMENT AFTER THE BUSINESS COMBINATION . . . . . . . . . . . . . . . . . . . . . . . . . 210 DESCRIPTION OF NOVUS’S SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218 SHARES ELIGIBLE FOR FUTURE SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . 227 PRICE RANGE OF SECURITIES AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232 ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233 WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234 TRADEMARK NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234 INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . ...
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Frequently Used Terms. We use some terms frequently in the Agreement – where they appear, this is what they mean: a. your data that we host on the System; b. the terms of the Agreement; and c. any other information in a party’s possession as a result of the Agreement, except information that: i. is, or becomes, publicly available through no act or omission of the receiving party; ii. is, at the date of its disclosure by one party to the other, already lawfully in the receiving party’s possession (from another source); iii. lawfully becomes available to the receiving party on a non-confidential basis from a third party having no obligation of confidentiality to the disclosing party; or iv. is independently developed by the receiving party having no knowledge of the Confidential Information.
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Related to Frequently Used Terms

  • Accounting Terms and Calculations Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. To the extent any change in GAAP affects any computation or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred unless the Borrower and the Bank agree in writing on an adjustment to such computation or determination to account for such change in GAAP.

  • Required Terms The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the applicable Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall (x) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Parent Borrower in good faith) or (y) be reasonably satisfactory to the Administrative Agent or otherwise market prevailing terms at such time; provided that in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Third Restatement Effective Date (prior to giving effect to any extensions thereof), (C) (i) with respect to Incremental Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrence), (D) shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the applicable Borrower and the applicable Incremental Term Lenders, (E) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment, (F) made to the Swiss Subsidiary Borrower shall not exceed an aggregate Dollar Equivalent of $400,000,000, and (G) except to the extent provided in the immediately preceding clause (F), may not be borrowed by any Loan Party or any Restricted Subsidiary thereof other than the Parent Borrower and/or the U.S. Borrower. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) shall not mature earlier than the Maturity Date with respect to the Revolving Credit Facilities in effect on the Effective Date (prior to giving effect to any extensions thereof), (C) [reserved], (D) shall be subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the applicable Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other Class with a later maturity date than such Class, (F) shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date, (G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have an Applicable Rate determined by the applicable Borrower and the applicable Incremental Revolving Credit Lenders, and (I) may be borrowed by the Parent Borrower or the U.S. Borrower. (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the applicable Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term B Loans established on the Third Restatement Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Third Restatement Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.

  • Capitalized Terms; Rules of Usage Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the Exchange Note Supplement or, if not defined therein, in Appendix A to the Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Agreement. Appendix 1 also contains rules as to usage applicable to this Agreement. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement:

  • Definitions and Accounting Terms Section 1.01.

  • Accounting Terms; GAAP; Pro Forma Calculations Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company, the Borrower or any Subsidiary at “fair value”, as defined therein. If one or more of the Borrower, its Subsidiaries or any Investment Affiliate (i) acquires (including, without limitation, by merger or consolidation or another combination with any Person) any Real Estate Asset having a fair market value in excess of $25,000,000 or (ii) sells, transfers or disposes of any Real Estate Asset having a fair market value equal or greater than $25,000,000 (including as a result of the sale of the Equity Interests of any such Person or a division or line of business of such Person), then for purposes of calculating compliance with the covenants contained in Section 6.12, and otherwise for purposes of calculating or determining the Leverage Ratio, Secured Indebtedness, Total Asset Value, Recourse Secured Indebtedness, Consolidated Fixed Charges, Consolidated Tangible Net Worth, Unencumbered Adjusted Net Operating Income, Unsecured Interest Expense, Unencumbered Properties and Unencumbered Asset Value, such calculations and determinations shall be made on a Pro Forma Basis.