Offer Acceptance
5.03(b)
5.03(b)
Offered Securities
5.03(a)
Offer Notice
5.03(a)
Offer Period
5.03(b)
Offer Price
5.03(a)
Plan Asset Regulations
2.08
Preemption Securities
5.04(a)
Private Placement
Preamble
Purchase Number
5.03(b)
Regulatory Drop Dead Date
5.03(c)
Regulatory Sale Failure
Remaining Capital Commitment
5.03(c)
3.02(a)(iii)
Replacement Nominee
2.03(a)
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Term
Section
Representatives
Resource America
Rights Offering
6.01(b)
Preamble
5.04(h)
Sale
5.03(a)
Seller
Selling Investment Bank
5.03(a)
3.02(a)(iii)
Stockholders
Preamble
Tag-Along Notice
5.01(a)(i)
Tag-Along Notice Period
5.01(a)
Tag-Along Offer
5.01(a)
Tag-Along Response Notice
5.01(a)
Tag-Along Right
5.01(a)
Tag-Along Sale
5.01(a)
Tag-Along Seller
5.01(a)
Tagging Person
5.01(a)(ii)
Target Bank
Preamble
Trigger Date
USRPI
5.03(c)
6.08(c)
VCOC
2.08
VCOC Investor
VCOC Rights
2.08
2.08
Section 1.02. Other Definitional and Interpretative Provisions. The words
"hereof," "herein" and "hereunder" and words of like import used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, except as the context may otherwise require. The
captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof. References to Articles,
Sections, Exhibits and Schedules are to articles, sections, exhibits and
schedules of this Agreement unless otherwise specified. All Exhibits and
Schedules annexed hereto or referred to herein are hereby incorporated in and
made a part of this Agreement as if set forth in full herein. Any capitalized
terms used in any Exhibit or Schedule but not otherwise defined therein, shall
have the meaning as defined in this Agreement. Any singular term in this
Agreement shall be deemed to include the plural, and any plural term the
singular. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation," whether or not they are in fact followed by those words or words of
like import. "Writing," "written" and comparable terms refer to printing, typing
and other means of reproducing words (including electronic media) in a visible
form. References to any agreement or contract are to that agreement or contract
as amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof. References to any Person include the successors and
permitted assigns of that Person. References to any law include all rules and
regulations promulgated thereunder. References from or through any date mean,
unless otherwise specified, from and including or through and including,
respectively.
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ARTICLE 2
CORPORATE GOVERNANCE
Section 2.01. Composition of the Board. (a) Subject to Section 2.01(b) and
Section 2.01(c), the Board shall consist of thirteen (13) Directors, of which:
(i) one (1) shall be designated by Lightyear (the "Lightyear Designee"),
(ii) one (1) shall be designated by GMT (the "GMT Designee" and together with
the Lightyear Designee, the "Key Investor Designees"),
(iii) one (1) shall be designated by Endicott (the "Endicott Designee"),
(iv) one (1) shall be designated by Constitution (the "Constitution Designee"
and together with the Key Investor Designees and the Endicott Designee, the
"Investor Designees"),