This excerpt taken from the URRE 8-K filed Apr 24, 2006.
Definitions. For the purposes of this Purchase Agreement:
2006 SEC Filings shall mean 10-KSB for 2005 filed with the Securities and Exchange Commission on March 31, 2006, together with the Companys Press Releases issued in 2006 and Forms 8-K filed with the Commission in 2006, and attached hereto as Exhibit A.
Closing shall mean the act of consummating the purchase and sale of the Shares contemplated herein.
Closing Date shall mean the date upon which the Initial Closing or any Subsequent Closing is carried out.
Commission shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
Common Stock shall mean the Companys Common Stock, $0.001 par value per share.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statue and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.
Holder shall mean each of the Purchasers, or their successors and assigns.
Material Adverse Effect means a material adverse affect on (a) the assets, liabilities, business, properties, operations, financial condition, or results of operations of the Company and any subsidiaries, taken as a whole, or (b) the ability of the Company to perform its obligations pursuant to this Agreement or under the agreements or instruments to be entered into or filed in connection herewith.
Person shall mean a natural person, corporation, partnership, limited liability company, trust or any other entity, other than a governmental entity, recognized by statute in its jurisdiction of formation as having legal existence.
Purchase Agreement shall mean this Stock Purchase Agreement by and among the Company and the Purchasers.
Registrable Securities shall mean the shares of Common Stock held by the Holders; provided, however, that Registrable Securities shall not include such securities that have been sold (a) to or through a broker or dealer or underwriter in a public distribution or a public securities transaction or (b) pursuant to Rule 144(k) promulgated under the Securities Act.
The terms register, registered and registration refer to a registration effected by preparing and filing a registration statement with the Commission in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.
Registration Expenses shall mean all expenses, except as otherwise stated below, incurred by the Company in complying with Section 7.1 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).
Securities Act shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.
Selling Expenses shall mean all underwriting discounts, selling commissions and stock transfer expenses applicable to the securities registered by the Holders and, except as set forth above, all reasonable fees and disbursements of counsel for any Holder.
Shares shall mean the shares of Common Stock issued to the Purchasers pursuant to this Purchase Agreement and any other securities issued in respect of such securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event.
Subsidiary or Subsidiaries shall mean a corporation or corporations of which the Company shall at the time own directly or indirectly 50% or more of the outstanding common stock and all of the outstanding stock of any other class, and the term wholly-owned Subsidiary shall mean a corporation of which the Company shall at the time own directly or indirectly all of the outstanding stock, except for directors qualifying shares.