Contract
shall mean any agreement, contract, subcontract, lease,
sublease, investment advisory agreement, administration agreement, conditional sales contract, purchase order, sales order, task order, delivery order, license, indenture, note, bond, loan, instrument, understanding, permit, concession, franchise,
commitment or other agreement.
Control
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership of voting securities or partnership or other interests, by contract or otherwise. For purposes of this definition, a general partner or managing member of
a Person shall always be considered to Control such Person. The terms Controlling and Controlled shall have correlative meanings.
Determination Date
shall have the meaning set forth in
Section
2.5(a)
.
DE SOS
shall have the meaning set forth in
Section
1.3(b)
.
D&O Indemnified Parties
shall have the meaning set forth in
Section
6.7(a)
.
Effective Time
shall have the meaning set forth in
Section
1.3(a)
.
Employee Benefit Plan
shall have the meaning set forth in
Section
3.12
.
Environmental Laws
shall mean all applicable and legally enforceable Laws relating to pollution or protection of the
environment, including Laws relating to Releases of Hazardous Materials and the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of Hazardous Materials, including the Federal Water Pollution Control Act
(33 U.S.C. §1251 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.), the Safe Drinking Water Act (42 U.S.C. §3000(f) et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the
Clean Air Act (42 U.S.C. §7401 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §2701 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.), the Endangered Species Act
of 1973 (16 U.S.C. §1531 et seq.), and other similar state and local statutes, in effect as of the date of this Agreement.
ERISA
shall have the meaning set forth in
Section
3.12
.
Exchange Act
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
Exchange Agent
shall have the meaning set forth in
Section
2.2(a)
.
Exchange Fund
shall have the meaning set forth in
Section
2.2(a)
.
Exchange Ratio
shall mean the quotient (rounded to four decimal places) of (i) the Company Per Share NAV
divided
by
(ii) the Parent Per Share NAV.
Existing Credit Facility
shall mean the Credit Agreement
dated September 9, 2016, by and among OHA Investment Corporation (formerly known as NGP Capital Resources
Appendix A-6