FIS » Topics » 1.1 Definitions

These excerpts taken from the FIS 8-K filed Feb 6, 2006.

1.1          Definitions


Agreement” has the meaning set forth in the preamble.


Agreement and Plan of Merger” means that certain Agreement and Plan of Merger dated as of September 14, 2005 among the Company, C Co Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, and Fidelity National Information Services, Inc., a Delaware corporation, as heretofore amended.


BACI Holder” means Banc of America Capital Investors, L.P.


Board” or “Board of Directors” means the Board of Directors of the Company.


Common Stock” means the Company’s common stock.


Company” has the meaning set forth in the preamble.


Control” (including, with correlative meaning, all conjugations thereof) means with respect to any Person, the ability of another Person to control or direct the actions or policies of such first Person, whether by ownership of voting stock, by contract or otherwise.


Demand Registration” has the meaning given to such term in Section 2.1(a).


Exchange Act” means the Securities Exchange Act of 1934, as amended.


Evercore Holder” means Evercore METC Capital Partners II L.P.


F Co. Parent” means Fidelity National Financial, Inc., a Delaware corporation.


Incidental Registration” has the meaning given such term in Section 2.2(a).


Indemnified Party” has the meaning given such term in Section 2.7(a).


Losses” has the meaning given such term in Section 2.7(a).



NASD” has the meaning given such term in Section 2.5(k).


NASDAQ” means the electronic dealer quotation system owned and operated by The Nasdaq Stock Market, Inc.


Person” means an individual, a partnership, a joint venture, a corporation, an association, a joint stock company, a limited liability company, a trust, an unincorporated organization or a government or any department or agency or political subdivision thereof.


Proceeding” has the meaning given such term in Section 2.7(c).


Public Offering” means an offering and sale to the public of any equity securities of the Company pursuant to an effective registration statement filed with the SEC pursuant to the Securities Act, as then in effect, provided that a Public Offering shall not include an offering made in connection with a business acquisition or combination or an employee benefit plan or an offering solely to the Company’s shareholders.


Registrable Shares” means (i) shares of Common Stock issued or issuable to any Securityholder pursuant to the Agreement and Plan of Merger, and (ii) any shares of stock of the Company or any successor corporation issued or issuable in respect of the Common Stock referred to in clause (i) above, whether by way of a stock split, stock dividend or in connection with a combination of such Common Stock or a recapitalization, merger, consolidation or other reorganization or otherwise, in either such event excluding such shares that (a) have been sold pursuant to a Registration Statement, (b) have been sold or distributed pursuant to Rule 144 or (c) are eligible to be sold or distributed pursuant to Rule 144 (including, without limitation, Rule 144(k)) in a single transaction by any Securityholder.


Registration Expenses” means all amounts payable by the Company pursuant to Section 2.5.


Registration Notice” has the meaning given such term in Section 2.1(b).


Registration Request” has the meaning given such term in Section 2.1(a).


Registration Statement” means any registration statement of the Company under which any of the Registrable Shares are included therein pursuant to the provisions of this Agreement, including the prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


Requesting Holders” has the meaning given such term in Section 2.1(a).


Rule 144” means Rule 144 adopted under the Securities Act (or any successor rule or regulation).


SEC” means the Securities and Exchange Commission.




Securityholder(s)” means (i) the shareholders listed on Annex A hereto and their respective successors, assignees and transferees who execute a counterpart to this Agreement, and (ii) those Persons who acquire Registrable Shares in the future and become a party hereto.


Securities Act” means the Securities Act of 1933, as amended from time to time.


Selling Securityholder” means a Securityholder selling its shares pursuant to the terms of this Agreement.


Shelf Registration” has the meaning given such term in Section 2.1(a).


Sponsor Group” means the holders of at least 75% of the Registrable Shares then owned by the THL Holders and the TPG Holders, collectively.


Sponsors” means collectively, the THL Holders, the TPG Holders, the Evercore Holder and the BACI Holder.


Subsidiary” means any corporation with respect to which another specified corporation has the power to vote or direct the voting of sufficient securities to elect directors having a majority of the voting power of the board of directors of such corporation.


THL Holders” means collectively, Thomas H. Lee Equity Fund V, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Equity (Cayman) Fund V, L.P., Thomas H. Lee Investors Limited Partnership, Putnam Investment Holdings, LLC, Putnam Investments Employees’ Securities Company I LLC, and Putnam Investments Employees’ Securities Company II, LLC.


TPG Holders” means collectively, TPG Partners III, L.P., TPG Parallel III, L.P., TPG Investors III, L.P., FOF Partners III, L.P., FOF Partners III-B, L.P., TPG Dutch Parallel III, C.V., and TPG Partners IV, L.P.


DEFINITIONS.  (Note: Not all terms are applicable to all counties. See the county schedules.)


(a)                                  CUSTOMER.  “Customer” or “Customers” means the customer specifically indicated on the signature page of this Agreement, as well as each user specifically identified on the Schedules hereto so long as such user is an affiliate of the Customer so indicated on the signature page.


(b)                                 CUSTOMER STARTERS.  “Customer Starters” are Starters provided by Customer to Property Insight.


(c)                                  DATABASES.  “Databases” consist of certain designated records of Property Insight accessible via an on-line system. The PI/GI Database includes the property index (“PI”) and the General Index (the “GI” and sometimes known as the Individual/Corporation Index). Property Insight’s Corporation, Limited Partnership and Notary Inquiry System (“CPN System”) contains certain information provided to Property Insight by the Office of the Secretary of State.  The Image System contains electronic copies of certain Maps, Official Records and Starters (“Image System”). The Tax Service Database consists of tax, bond and assessment information.  Property Insight may develop, or acquire the right to offer access to, other Databases.  If access to any such other Database is made available by Property Insight to Customer, any special terms of such access shall be as set forth in an amendment hereto or on an amended County Schedule, as applicable.


(d)                                 RECON TRACKING SERVICE.  “Recon Tracking Service” consists of services for the purpose of tracking deeds of trust and reconveyances (“Reconveyance Tracking System”).  The Reconveyance Tracking System is designed to meet the requirements of California Civil Code Section 2941(b) (3), which sets forth a procedure in which a title insurer that has processed a pay-off of a deed of trust, can execute and record a Release of Obligation if the trustee does not record a Reconveyance within a specified period of time.


(e)                                  GROSS TITLE PREMIUMS.  “Gross Title Premiums” means all premiums and other fees charged by Customer for Title Orders (including cancellation fees), as well as any other reports or products in which Title Records are used and from which Customer generates income. To the extent applicable, such amounts shall be determined and reported by Customer to Property Insight on a County-by-County basis.


(f)                                    INQUIRY(IES).  “Inquiry(ies)” means any instance of accessing Property Insight Databases including but not limited to, Inquiry by Date/Document reference, General Index (AKA Individual/Corporation) and Property Information.  Each instance of such Inquiries may be counted separately to screen and/or to printer.


(g)                                 LOT BOOKS.  “Lot Books” consist of copies of indices in tangible form of recorded documents relating to parcels of real property in such County (for example, Numbered Tracts, Alphabetical Tracts, Ranchos and Sectional Lands).  Lot Books may be available as specified in such schedule.


(h)                                 MAPS.  “Maps” consist of copies of diagrams and other graphic representations of boundaries relating to parcels of real property in such County.


(i)                                     OFFICIAL RECORDS.  “Official Records” (excluding Maps) consist of copies of items recorded in the County Recorders’ Office.


(i)                                     PC or PCs.  “PC” or “PCs” means a single or group of terminals, workstations or personal computers of all types including printers or any method of accessing information from the Property Insight on-line Databases.


(k)                                  PROVIDER.  “Provider” means each of the persons which owns (or co-own) or distributes, furnishes, licenses or otherwise makes available to Property Insight information, software or other similar material which is made available to, or which is used (directly or indirectly) by Customer under this Agreement.


(l)                                     STARTERS.  “Starters” consist of copies of previously issued title products that are part of the Property Insight starters library from to time, which may include policies, commitments, preliminary reports, guarantees and binders as such products may be further specified in applicable schedules attached to this Agreement.


(m)                               TAX SERVICE.  “Tax Service” means tax data made available to Customer either by online databases or by manual access.


(n)                                 TITLE ORDER.  “Title Order” means an order, by a customer of Customer, of a Title Search and an examination thereof which may result in the issuance of an evidence of title (for example, a title policy, binder, guarantee, or endorsements) or delivery of other reports or products in which Title Records are used (for example, a preliminary report).


(o)                                 TITLE PLANT.  “Title Plant” means a currently maintained index of land records and copies of Official Records and other materials related thereto, excluding Starters, for a County.


(p)                                 TITLE RECORDS.  “Title Records” consist of land title records and materials (including on-line accessible Databases, Tax and Assessment records, Lot Books, Maps, portable media, and Official Records). The Title Records shall also include any additions and shall be subject to any deletions made through Property Insight’s customary daily input and purging procedures.


(q)                                 TITLE SEARCH.  “Title Search” means the functions of identifying, locating and copying the proper accounts and documents (including information from on-line accessible Databases, Lot Books, Maps, Official Records, and Starters) which are necessary for examining, reporting on and otherwise issuing an evidence of title on specific parcels of real property.






The following terms, as used herein, shall have the following meanings:


1.1.          “Affiliate” means, with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.  For purposes of this Agreement, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.



8-K (3 sections)
Feb 6, 2006
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