Definitions

41 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Definitions

   Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the U.S. Securities and Exchange Commission, under the Securities Act

   Republic Digital Acquisition Co (RDAG) (CIK 0002055459) · filed 2025-04-01 · read the filing · this wording recurs in 45 agreements we hold

2. 02

   Definitions

   Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company plans to file with the U.S. Securities and Exchange Commission under the Securities Act

   FG Merger Corp. (ICCT) (CIK 0001906133) · filed 2022-02-23 · read the filing · this wording recurs in 12 agreements we hold

3. 03

   Definitions

   Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the SEC, under the Securities Act

   LIV Capital Acquisition Corp. II (CIK 0001875257) · filed 2022-02-10 · read the filing · this wording recurs in 8 agreements we hold

4. 04

   Definitions

   For purposes of this Agreement: (a) “ Acquisition Proposal ” means any proposal or offer from any Person (other than a proposal or offer by Purchaser or any of its Affiliates) or “group” ​(as defined in Section 13(d) of the Exchange Act), including any amendment or modification to any such proposal or offer for, in a single A-24 TABLE OF CONTENTS transaction, or series of related transactions, (i) any acquisition, lease, merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which (x) a Person or “group” ​(as defined in Section 13(d) of the Exchange Act) of Persons directly or indirectly acquires, or if consummated in accordance with its terms would acquire, beneficial or record ownership of securities representing 15% or more of the outstanding shares of any class of voting securities of Seller or (y) Seller issues securities representing 15% or more of the outstanding shares of any class of voting or equity securities of Seller; or (ii) any direct or indirect sale, lease, license, exchange, transfer, acquisition or disposition of any assets of Seller that constitute or account for 15% or more of the Transferred Assets, or 15% or more of the consolidated book value of Seller or to which 15% or more of Seller’s revenues or earnings on a consolidated basis are attributable. (b) “ Intervening Event ” means any event, occurrence, fact, condition, change, development or effect with respect to Seller or the Transferred Assets that (i) was not known to the Board prior to the execution of this Agreement, which event, occurrence, fact, condition, change, development or effect becomes known to the Board prior to the receipt of the Stockholder Approval and (ii) does not relate to (A) an Acquisition Proposal, (B) (1) any changes in the market price or trading volume of Seller or (2) Seller meeting, failing to meet or exceeding published or unpublished revenue or earnings projections, in each case in and of itself (it being understood that with respect to each of clause (1) and clause (2) the facts or occurrences giving rise or contributing to such change or event may be taken into account when determining an Intervening Event to the extent otherwise satisfying this definition) or (C) any changes to Purchaser or its A […]

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

5. 05

   Definitions

   Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1, which the Company has filed with the U.S. Securities and Exchange Commission, under the Securities Act

   Artius II Acquisition Inc. (AACB) (CIK 0002034334) · filed 2025-01-29 · read the filing · this wording recurs in 4 agreements we hold

6. 06

   Certain Definitions

   For purposes of this Agreement: (i) “Action(s)” means any claims, actions, suits, investigations or other legal proceedings; (ii) “Affiliate” means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; (iii) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law or other requirement or rule of law of any Governmental Authority; (iv) “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court or tribunal of competent jurisdiction; (v) “Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity; and (vi) “Tax” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, 5 duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. ARTICLE II CLOSING Section 2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution of this Agreement on the date hereof (the “Closing Date”) by the electronic exchange of executed documents and other closing deliveries via email. The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. (Eastern Time) on the Closing Date

   Lone Star Friends Trust (CIK 0001909643) · filed 2024-06-25 · read the filing · this wording recurs in 3 agreements we hold

7. 07

   Definitions

   Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the U.S. Securities and Exchange Commission, under the Securities Act

   Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) · filed 2024-06-13 · read the filing · this wording recurs in 3 agreements we hold

8. 08

   Definitions

   Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the SEC, under the Securities Act

   M3-Brigade Acquisition V Corp. (MBAV, MBAVU) (CIK 0002016072) · filed 2024-06-21 · read the filing · this wording recurs in 3 agreements we hold

9. 09

   Definitions

   “ Adverse Consequences ” means, subject to the limitations set forth in Section 8(f), all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses. “ Affiliate ” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act. “ Affiliated Group ” means any affiliated group within the meaning of Code Section 1504(a), or any similar group defined under a similar provision of state, local, or non-U.S. law. “ Buyer ” has the meaning set forth in the preface above. “ Buyer Note ” has the meaning set forth in Section 2(b) below. “ Cash ” means cash and cash equivalents (including marketable securities and short-term investments) applied on a basis consistent with the preparation of the Financial Statements. “ Closing ” has the meaning set forth in Section 2(d) below. “ Closing Date ” has the meaning set forth in Section 2(d) below. “ Code ” means the Internal Revenue Code of 1986, as amended. “ Disclosure Schedules ” has the meaning set forth in Section 4 below. “ Employee Benefit Plan ” means any “employee benefit plan” (as such term is defined in ERISA Section 3(3)) and any other material employee benefit plan, program or arrangement. “ Employee Pension Benefit Plan ” has the meaning set forth in ERISA Section 3(2). “ Employee Welfare Benefit Plan ” has the meaning set forth in ERISA Section 3(1). “ Environmental Requirements ” means all federal, state, local, and non-U.S. statutes, regulations, and ordinances concerning pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances, or wastes, as such requirements are enacted and in effect on or prior to the Closing Date. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended. “ ERISA Affiliate ” means each entity that is treated as a single employer with IBEX for purposes of Code Section 414. “ Finan […]

   POLARITYTE, INC. (RGTPQ) (CIK 0001076682) · filed 2022-04-18 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Certain Definitions

    For purposes of this Agreement, the following terms shall have the following meanings: “Default” means any breach or violation of, default under, contravention of, or conflict with, any contract, Law, Order, or Permit, any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any contract, Law, Order, or Permit, or any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any Liability under, any contract, Law, Order, or Permit. “ Disclosure Schedules ” means the Disclosure Schedules attached to this Agreement and incorporated as if fully set forth herein. “ Knowledge of Seller ” means the actual knowledge of Bryce Daniels, Jennifer Taylor and Jeff Michaels. “Liability” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person. “Lien” means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer and security interests of any kind or nature whatsoever. “Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint -stock company, trust, unincorporated association, joint venture or other entity or a Governmental Authority. [SIGNATURE PAGE FOLLOWS] Page 10 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all at or on the date and year first above written. BUYER: SMS Factory, Inc. By: /s/ Yuval Madar Name: Yuval Madar Title: President SELLER: Mobivity Holdings Corp. By: /s/ Br […]

    MOBIVITY HOLDINGS CORP. (MFON) (CIK 0001447380) · filed 2024-11-26 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Definitions

    In this Agreement, the following defined terms have the meanings set forth for them in the Section of this Agreement indicated below: Term Agreement Recitals Asset Purchase Agreements Recitals Closing Section 2.2(b) Closing Date Section 9.1 Effective Date Opening Environmental Laws Section 5.5 Environmental Notice Section 3.3(b) Exceptions Section 4.1(a) Governmental Authorities Section 5.5 Hazardous Conditions Section 5.5 Hazardous Substances Section 5.5 Immaterial Taking Section 12.2 Improvements Section 2.1(c) Improvements Price Section 2.2(a) Inspection Period Section 3.5 Intangible Property Section 2.1(f) 3 Term Property Recitals New Purchaser Entities Section 14.11 Objection Date Section 4.1 PCBs Section 5.5 Permits Section 2.1(d) Permitted Exceptions Section 4.2 Plans Section 2.1(e) Property Section 2.1 Purchaser Recitals Purchase Price Section 2.2(a) Purchaser’s Assessment Section 3.3 Real Property Section 2.1(c) Seller Opening Seller Closing Documents Section 5.2 Stated Price Section 2.2(a) Survey Section 3.1 Surviving Obligations Section 3.5 Title Commitment Section 3.1 Title Company Section 3.1 Title Policy Section 8.1(a) Unsatisfactory Environmental Condition Section 3.3(b) 1.2 Exhibits . The Exhibits listed below are attached to and incorporated into this Agreement. In the event of any inconsistency between such Exhibits and the terms and provisions of this Agreement, the terms and provisions of the Exhibits shall control. The Exhibits to this Agreement are: Exhibit A – Legal Description of the KCC Real Property Exhibit B – Legal Description of the BAM Real Property Exhibit C – Form of Special Warranty Deed 1.3 Asset Purchase Agreement . The terms and condition of the Asset Purchase Agreements are incorporated by reference to this Agreement. 2. PURCHASE AND SALE OF THE PROPERTY

    LMP Automotive Holdings, Inc. (CIK 0001731727) · filed 2022-08-10 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Definitions

    For the purpose of this Section 10 : (a) the term “ Resale Registration Statement ” shall mean any registration statement required to be filed by Section 10.2 , and shall include any preliminary prospectus, final prospectus, exhibit or amendment included in or relating to such registration statements; and 57 (b) the term “ Registrable Shares ” means the Shares; provided, however, that a security shall cease to be a Registrable Share upon the earliest to occur of the following: (i) a Resale Registration Statement registering such security under the Securities Act has been declared or becomes effective and such security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Resale Registration Statement, (ii) such security is sold pursuant to Rule 144 under circumstances in which any legend borne by such security relating to restrictions on transferability thereof, under the Security Act or otherwise, is removed by Purchaser, (iii) the first date such security is eligible to be sold pursuant to Rule 144 without any limitation as to volume of sales, holding period and without the holder complying with any method of sale requirements or notice requirements under Rule 144, or (iv) such security shall cease to be outstanding following its issuance. Notwithstanding the foregoing, no Shares shall be Registrable Shares following the third (3 rd ) anniversary of the date on which the Mandatory Registration Statement is declared effective

    Ayala Pharmaceuticals, Inc. (ADXS) (CIK 0001100397) · filed 2024-02-20 · read the filing · this wording recurs in 2 agreements we hold