Definitions

Example Definitions of "Definitions"
Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein as defined therein.
Found in CIRCOR International, Inc. contract
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Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement Warrant are used herein as defined therein.
Found in Integrated Healthcare Holdings Inc contract
Definitions. Except as otherwise defined in this Amendment, Amendment No. 2, terms defined in the Credit Agreement are used herein as defined therein.
Found in Ambac Financial Group contract
Definitions. Except as otherwise defined in this Amendment, Amendment No. 1, terms defined in the Credit Term Loan Agreement are used herein as defined therein.
Found in Chart Industries, Inc. contract
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Definitions. Capitalized terms used but not otherwise defined herein (including in the recitals hereto) have the meanings assigned to them in the Credit Agreement.
Found in Pitney Bowes contract
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Definitions. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement. Agreement (as amended hereby).
Found in Expedia Group contract
Definitions. Capitalized terms used but and not otherwise defined herein (including in the recitals preliminary statements hereto) have the meanings assigned to them in the Term Credit Agreement.
Found in AmerisourceBergen Corp contract
Definitions. Capitalized terms used but not otherwise defined herein (including in the recitals preliminary statements hereto) have the meanings assigned to them in the Credit Agreement.
Found in Blackstone / GSO Secured Lending Fund contract
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Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Found in SBA Communications contract
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Definitions. Unless otherwise defined herein, all capitalized terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Found in CNL Healthcare Properties, Inc. contract
Definitions. Unless otherwise defined herein, terms Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Agreement unless otherwise defined herein or the context otherwise requires.
Found in Rent-A-Center, Inc. contract
Definitions. Unless otherwise defined herein, terms Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Found in Visteon contract
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Definitions. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Third Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Third Amendment refer to the Credit Agreement.
Found in Rice Energy Inc. contract
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Definitions. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Third Eighth Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended hereby. Agreement. Unless otherwise indicated, all section references in this Third Eighth Amendment refer to the Credit Agreement.
Found in Laredo Petroleum, Inc. contract
Definitions. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Third First Waiver Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Agreement. Unless otherwise indicated, all section references in this Third First Waiver Amendment refer to the Credit Agreement.
Found in Titan Energy, LLC contract
Definitions. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Third First Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Third First Amendment refer to the Credit Agreement.
Found in Rice Energy Inc. contract
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Definitions. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the Uniform Commercial Code as adopted in the state of Oklahoma (the "UCC") (such as "account," "chattel paper," "deposit account," "document," "equipment," "fixtures," "general intangibles," "goods," "instruments," "inventory," "investment property," "proceeds," and "supporting obligations") shall have the respective meanings given such terms in Division 9 of the UCC. Capitalized terms used in this... Agreement and not defined elsewhere herein or in the Stock Purchase Agreement shall have the meanings set forth below: View More
Found in VICTORY OILFIELD TECH, INC. contract
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Definitions. Terms used but not otherwise defined in this Agreement that are defined in Article Division 9 of the Uniform Commercial Code as adopted in the state of Oklahoma Nevada (the "UCC") (such as "account," "adverse claim," "chattel paper," "deposit account," "document," "equipment," "fixtures," "general intangibles," "goods," "instruments," "inventory," "investment property," "proceeds," and "supporting obligations") shall have the respective meanings given such terms in Division 9 of the UCC.... Capitalized terms used in this Agreement and not defined elsewhere herein or in the Stock Securities Purchase Agreement shall have the meanings set forth below: View More
Found in Franchise Holdings International, Inc. contract
Definitions. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the Uniform Commercial Code as adopted in the state of Oklahoma Delaware (the "UCC") (such as "account," "adverse claim," "chattel paper," "deposit account," "document," "equipment," "fixtures," "general intangibles," "goods," "instruments," "inventory," "investment property," "proceeds," and "supporting obligations") shall have the respective meanings given such terms in Division Article 9 of the UCC. UCC,... provided however, that terms used herein which are defined in the UCC on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Collateral Agent may otherwise determine. Capitalized terms used in this Agreement and not defined elsewhere herein or in the Stock Securities Purchase Agreement shall have the meanings set forth below: View More
Found in Neuraxis, INC contract
Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the Uniform Commercial Code as adopted in the state of Oklahoma (the "UCC") UCC (such as "account," "chattel paper," "commercial tort claim," "deposit account," "document," "equipment," "fixtures," "general intangibles," "goods," "instruments," "inventory," "investment property," "proceeds," "letter-of-credit... rights," "proceeds" and "supporting obligations") shall have the respective meanings given such terms in Division Article 9 of the UCC. Capitalized terms Terms used herein but not otherwise defined in this Agreement and not defined elsewhere herein or in the Stock Purchase Agreement UCC shall have the respective meanings set forth below: given such terms in the Purchase Agreement or the Notes, as applicable. View More
Found in Shuttle Pharmaceuticals Holdings, Inc. contract
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Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
Found in VectoIQ Acquisition Corp. contract
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Definitions. Capitalized terms used herein and not otherwise defined herein that are defined in the Purchase Agreement shall have the respective meanings set forth given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
Found in Phunware, Inc. contract
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
Found in HISTOGENICS CORP contract
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
Found in ACACIA RESEARCH CORP contract
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Definitions. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
Found in NOVATION COMPANIES, INC. contract
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Definitions. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Sale and Servicing Agreement.
Found in H&R Block contract
Definitions. Any capitalized terms capitalized used but not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement.
Found in H&R Block contract
Definitions. Any capitalized terms capitalized used but not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement.
Found in H&R Block contract
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Definitions. For purposes of this Agreement, the following terms shall have the following meanings: (a) "Board" shall mean the Board of Directors of the Company. (b) "Cause" shall mean any of the following: (i) Executive's gross negligence or willful misconduct in the performance of his duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in material damage to the Company or its subsidiaries; (ii) Executive's willful and habitual neglect of or failure... to perform Executive's duties of consulting or employment, which neglect or failure is not cured within thirty (30) days after written notice thereof is received by Executive; (iii) Executive's commission of any act of fraud or dishonesty with respect to the Company that causes material harm to the Company or is intended to result in substantial personal enrichment; (iv) Executive's failure to cooperate with the Company in any investigation or formal proceeding initiated by a governmental authority or otherwise approved by the Board or the Audit Committee of the Board, which failure is not cured within thirty (30) days after written notice thereof is received by Executive; (v) Executive's conviction of or plea of guilty or nolo contendere to felony criminal conduct; (vi) Executive's violation of the Company's Confidentiality and Proprietary Rights Agreement (as defined below) or similar agreement that Executive has entered into with the Company; or (vii) Executive's material breach of any obligation or duty under this Agreement or material violation of any written employment or other written policies that have previously been furnished to Executive, which breach or violation is not cured within thirty (30) days after written notice thereof is received by Executive, if such breach or violation is capable of being cured. (c) "Change in Control" shall mean and include each of the following: (i) A transaction or series of transactions (other than an offering of the Company's common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a "person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company's securities outstanding immediately after such acquisition; or (ii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company's assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (A) Which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and (B) After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 1(c)(ii)(B) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction. The Board shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto. (d) "Good Reason" shall mean the occurrence of any of the following events or conditions without Executive's written consent: (i) a material diminution in Executive's authority, duties or responsibilities; provided that continued assignment to Executive after a Change in Control of substantially the same duties and responsibilities to be performed by Executive for the Company, its successor or a business unit of a parent entity that continues substantially all of the business of the Company shall not constitute Good Reason, notwithstanding that the entity for which Executive is to perform such duties and responsibilities is not directly owned by public stockholders; (ii) a material diminution in Executive's base compensation, unless such a reduction is imposed across-the-board to senior management of the Company; (iii) a material change in the geographic location at which Executive must perform his or her duties; or (iv) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Executive under this Agreement. Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive's written consent within ninety (90) days of the occurrence of such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for "Good Reason" following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. (e) "Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other interpretive guidance thereunder. (f) "Performance Awards" means any Stock Awards granted pursuant to the Company's performance-based compensation bonus plan or pursuant to any agreement that Executive has entered into with the Company providing for an equity bonus payment or equity vesting based upon the Executive's or the Company's performance. (g) "Permanent Disability" means Executive's inability to perform the essential functions of his or her position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment. 2 (h) "Separation from Service" means an involuntary separation from service within the meaning of Section 409A of the Code. (i) "Stock Awards" means all stock options, restricted stock and such other awards granted pursuant to the Company's stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. View More
Found in TESSERA TECHNOLOGIES INC contract
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Definitions. For purposes of this Agreement, the following terms shall have the following meanings: meanings indicated below: (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act. (b) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act. (c) "Board" shall mean the Board of Directors of the Company. (b) (d) "Cause" for termination by the Company of the Executive's employment shall mean (i) the willful and continued... failure by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 6.1 of this Agreement) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Company and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists. Notwithstanding the foregoing, Cause shall not include any act or omission of which the Audit Committee of the Board (or the full Board) has had actual knowledge of all material facts related thereto for at least 90 days without asserting that the act or omission constitutes Cause. (e) "Change in Control" for purposes of this Agreement shall mean any of the following: (i) Executive's gross negligence or willful misconduct in the performance of his duties to the Company where following events, provided that such gross negligence or willful misconduct has resulted or is likely to result in material damage to the Company or its subsidiaries; (ii) Executive's willful and habitual neglect of or failure to perform Executive's duties of consulting or employment, which neglect or failure an event is not cured within thirty (30) days after written notice thereof also a Management Buyout: (i) any Person is received by Executive; (iii) Executive's commission of any act of fraud or dishonesty with respect to becomes the Company that causes material harm to the Company or is intended to result in substantial personal enrichment; (iv) Executive's failure to cooperate with the Company in any investigation or formal proceeding initiated by a governmental authority or otherwise approved by the Board or the Audit Committee of the Board, which failure is not cured within thirty (30) days after written notice thereof is received by Executive; (v) Executive's conviction of or plea of guilty or nolo contendere to felony criminal conduct; (vi) Executive's violation of the Company's Confidentiality and Proprietary Rights Agreement (as defined below) or similar agreement that Executive has entered into with the Company; or (vii) Executive's material breach of any obligation or duty under this Agreement or material violation of any written employment or other written policies that have previously been furnished to Executive, which breach or violation is not cured within thirty (30) days after written notice thereof is received by Executive, if such breach or violation is capable of being cured. (c) "Change in Control" shall mean and include each of the following: (i) A transaction or series of transactions (other than an offering of the Company's common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a "person" that, prior to such transaction, Beneficial Owner directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) indirectly, of securities of the Company possessing representing thirty-five (35%) or more than 50% of the total combined voting power of the Company's then outstanding voting securities outstanding immediately after such acquisition; or (ii) The consummation generally entitled to vote in the election of directors of the Company; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company (whether directly involving or a transaction described in clause (A) of paragraph (iii) below; (ii) during any period of two consecutive years, individuals who, as of the beginning of such period, constitute the Board (the "Incumbent Board") cease to constitute at least a majority of the Board; provided, that any person becoming a director of the Company subsequent to the beginning of such period whose election, or indirectly involving nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company through one and whose appointment or more intermediaries) of (x) election was not approved by at least a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all majority of the Company's assets directors of the Company in office immediately before any single transaction or series such contest; (iii) there is consummated a Merger of related transactions or (z) the acquisition of assets or stock of another Company with any other business entity, in each case other than (A) a transaction: (A) Which results Merger which would result in the Company's voting securities of the Company generally entitled to vote in the election of directors of the Company outstanding immediately before the transaction prior to such Merger continuing to represent (either by remaining outstanding or by being converted into such securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding such securities under an employee benefit plan of the Company or any Subsidiary, at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such Merger, generally entitled to vote in the person that, as a result election of directors of the transaction, controls, Company or such surviving entity or any parent thereof and, in the case of such surviving entity or any parent thereof, of a class registered under Section 12 of the Exchange Act, or (B) a Merger effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding voting securities generally entitled to vote in the election of directors of the Company; or (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or owns, directly there is consummated the sale or indirectly, disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets or otherwise succeeds to an entity where the business outstanding securities generally entitled to vote in the election of directors of the Company (the Company immediately prior to the transaction continue to represent (either by remaining outstanding or by being converted into such person, the "Successor Entity")) directly or indirectly, at least a majority securities of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and (B) After which no person surviving entity or group beneficially owns voting securities representing any parent thereof) 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes outstanding voting securities of this such entity generally entitled to vote in such entity's election of directors immediately after such sale and of a class registered under Section 1(c)(ii)(B) as beneficially owning 50% or more of combined voting power 12 of the Successor Entity solely as Exchange Act. Within five (5) days after a result of the voting power held Change in Control has occurred, the Company prior shall deliver to the consummation Executive a written statement memorializing the date that the Change in Control occurred. (f) "Code" shall mean the Internal Revenue Code of the transaction. The Board 1986, as amended from time to time, and any successor Code, and related rules, regulations and interpretations. (g) "Company" shall have full and final authority, which shall be exercised mean Kaman Corporation and, except in its discretion, to determine conclusively determining under Section 18(e) hereof whether a or not any Change in Control of the Company has occurred pursuant occurred, shall include any successor to its business and/or assets. (h) Intentionally Omitted. (i) "Date of Termination" shall have the meaning set forth in Section 6.2 of this Agreement. (j) "Disability" shall be deemed the reason for the termination by the Company of the Executive's employment, if, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive's duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the above definition, and the date full-time performance of the occurrence Executive's duties. (k) "Exchange Act" shall mean the Securities Exchange Act of such Change 1934, as amended from time to time. (l) "Excise Tax" shall mean any excise tax imposed under Section 4999 of the Code. (m) "Executive" shall mean the individual named in Control and any incidental matters relating thereto. (d) the preamble to this Agreement (n) "Good Reason" for termination by the Executive of the Executive's employment shall mean the occurrence of (without the Executive's express written consent) after any of the following events or conditions without Executive's written consent: (i) a material diminution Change in Executive's authority, duties or responsibilities; provided that continued assignment Control (if more than one Change in Control has occurred, any reference to Executive after a Change in Control in this subsection (n) shall refer to the most recent Change in Control), of substantially any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v), (vi), or (vii) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) the assignment to the Executive of any duties inconsistent with the Executive's status as Senior Vice President and Chief Financial Officer of the Company or a substantial diminution in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) a reduction by the Company in the Executive's annual Base Salary as in effect on the date of this Agreement or as the same duties and responsibilities may be increased from time to time; (iii) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be performed based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations immediately prior to the Change in Control; (iv) the failure by the Company to pay to the Executive for any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within thirty (30) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation (including, but not limited to, the Kaman Corporation Compensation Administration Plan, Kaman Corporation Cash Bonus Plan, and Kaman Corporation 2003 Stock Incentive Plan), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's life insurance, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control, provided, however, that this paragraph shall not be construed to require the Company to provide the Executive with a defined benefit pension plan if no such plan is provided to similarly situated executive officers of the Company or its Affiliates; (vii) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 6.1 of this Agreement; for purposes of this Agreement, no such purported termination shall be effective; or (viii) the failure of any successor to Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in accordance with its terms prior to the effectiveness of any such succession. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a business unit waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. Notwithstanding anything to the contrary above, the Executive shall not have "Good Reason" to terminate employment due solely to one or more of the following events: (1) there is a parent entity that continues substantially all diminution of the business of the Company shall not constitute Good Reason, notwithstanding that or any of its subsidiaries, including, without limitation, a sale or other transfer of property or other assets of the entity for which Executive is to perform such Company or its subsidiaries, or a reduction in the Executive's business unit's head count or budget, or (2) a suspension of the Executive's position, job functions, authorities, duties and responsibilities is not directly owned while on paid administrative leave due to a reasonable belief by public stockholders; (ii) the Board that the Executive has engaged in conduct that would give adequate grounds to terminate the Executive's employment for Cause. (o) Intentionally Omitted. (p) "Management Buyout" means any event or transaction which would otherwise constitute a material diminution Change in Executive's base compensation, unless such a reduction is imposed across-the-board to senior management Control (a "Transaction") if, in connection with the Transaction, the Executive, members of the Company; (iii) Executive's immediate family, and/or the "Executive's Affiliates" (as defined below) participate, directly or beneficially, as an equity investor in, or have the option or right to acquire, whether or not vested, equity interests of, the acquiring entity or any of its Affiliates (the "Acquiror") having a material change percentage interest therein greater than 1%. For purposes of the preceding sentence, a party shall not be deemed to have participated as an equity investor in the geographic location Acquiror by virtue of (i) obtaining beneficial ownership of any equity interest in the Acquiror as a result of the grant to the party of an incentive compensation award under one or more incentive plans of the Acquiror (including, but not limited to, the conversion in connection with the Transaction of incentive compensation awards of the Company into incentive compensation awards of the Acquiror), on terms and conditions substantially equivalent to those applicable to other employees of the Company at a comparable level as such party immediately prior to the Transaction, after taking into account normal differences attributable to job responsibilities, title and the like, or (ii) obtaining beneficial ownership of any equity interest in the Acquiror on terms and conditions substantially equivalent to those obtained in the Transaction by all other shareholders of the Company or (iii) the party's interests in any tax-qualified defined benefit or defined contribution pension or retirement plan in which such party or any family member is a participant or beneficiary. The "Executive's Affiliates" at any time consist of any entity in which the Executive must perform his and/or members of the Executive's immediate family then own, directly or her duties; beneficially, or (iv) have the option or right to acquire, whether or not vested, greater than 10% of such entity's equity interests, and all then current directors and executive officers of the Company who are members of any other action group, that also includes the Executive, a member of the Executive's immediate family and/or any such entity, in which the members have agreed to act together for the purpose of participating in the Transaction. The Executive's immediate family consists of the Executive's spouse, parents, children and grandchildren. (q) "Merger" means a merger, share exchange, consolidation or inaction similar business combination under applicable law. (r) "Notice of Termination" shall have the meaning set forth in Section 6.1 of this Agreement. (s) "Payments" shall have the meaning set forth in Section 5.1 of this Agreement. (t) "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that constitutes a material breach by such term shall not include (i) the Company or any successor or affiliate of its obligations direct or indirect Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (iii) an underwriter temporarily holding securities pursuant to Executive under this Agreement. Executive must provide written notice an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions and with substantially the same voting rights as their ownership and voting rights with respect to the Company of the occurrence of Company. (u) "Subsidiary" shall mean any of the foregoing events or conditions without Executive's written consent within ninety (90) days of the occurrence of such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for "Good Reason" following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. (e) "Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other interpretive guidance thereunder. (f) "Performance Awards" means any Stock Awards granted pursuant to the Company's performance-based compensation bonus plan or pursuant to any agreement that Executive has entered into with the Company providing for an equity bonus payment or equity vesting based upon the Executive's or the Company's performance. (g) "Permanent Disability" means Executive's inability to perform the essential functions of his or her position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment. 2 (h) "Separation from Service" means an involuntary separation from service corporation within the meaning of Section 409A 424(f) of the Code. (i) "Stock Awards" means all stock options, restricted stock and such other awards granted pursuant to (v) "Term" shall mean the Company's stock option and equity incentive award plans or agreements and any shares period of stock issued upon exercise thereof. time described in Section 2 of this Agreement. View More
Found in Kaman Corporation contract
Definitions. For purposes of this Agreement, the following definitions apply: (a)"$" refers to U.S. Dollars. (b)"Affiliate" means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, "control" (including, with correlative meanings, the terms shall have "controlling," "controlled by" and "under common control with"), as... used with respect to any Person, means the possession, directly or indirectly, of the power to either: (i) direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise, or (ii) vote at least fifty percent (50%) or more of the securities having voting power for the election of a majority of the directors (or Persons performing similar functions) of such Person. (c)"Cause" means if Executive is discharged by Company on account of the occurrence of one or more of the following meanings: (a) "Board" shall mean the Board of Directors of the Company. (b) "Cause" shall mean any of the following: (i) Executive's gross negligence or willful misconduct in the performance of his duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in material damage to the Company or its subsidiaries; (ii) Executive's willful and habitual neglect of events: (i)Executive's continued refusal or failure to perform (other than by reason of Disability) Executive's material duties of consulting or employment, which neglect and responsibilities to Company if such refusal or failure is not cured within thirty (30) days after following written notice thereof is received of such refusal or failure by Executive; (iii) Company to Executive, or Executive's commission of any act of fraud continued refusal or dishonesty with respect to the Company that causes material harm to the Company or is intended to result in substantial personal enrichment; (iv) Executive's failure to cooperate with the Company in follow any investigation or formal proceeding initiated by a governmental authority or otherwise approved by reasonable lawful direction of the Board if such refusal or the Audit Committee of the Board, which failure is not cured within thirty (30) days after following written notice thereof of such refusal or failure by Company to Executive; (ii)willful, grossly negligent or unlawful misconduct by Executive which causes material harm to Company or its reputation; 9 (iii)the Company is received directed in writing by Executive; (v) Executive's conviction regulatory or governmental authorities to terminate the employment of Executive or Executive engages in activities that: (i) are not approved or authorized by the Board, and (ii) cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on Company; or (iv)a conviction, plea of guilty, or plea of guilty or nolo contendere by Executive, of or with respect to a criminal offense which is a felony criminal conduct; (vi) Executive's violation of the Company's Confidentiality and Proprietary Rights Agreement (as defined below) or other crime involving dishonesty, disloyalty, fraud, embezzlement, theft, or similar agreement that Executive has entered into with action(s) (including, without limitation, acceptance of bribes, kickbacks or self-dealing), or the Company; or (vii) Executive's material breach of any obligation Executive's fiduciary duties with respect to Company. (d)"Change in Control" means the occurrence, in a single transaction or duty under this Agreement or material violation in a series of related transactions, of any written employment one or other written policies that have previously been furnished to Executive, which breach or violation is not cured within thirty (30) days after written notice thereof is received by Executive, if such breach or violation is capable of being cured. (c) "Change in Control" shall mean and include each more of the following: (i) A following events: (i)A transaction or series of transactions (other than an offering of the Company's common stock to the general public through a registration statement filed by the Company with the Securities and Exchange Commission) whereby any "person" "Person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) Act) (other than the Company, any of its subsidiaries, an employee Executive benefit plan maintained by the Company or any of its subsidiaries or a "person" "Person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 13(d)(3) under the Exchange Act) of securities of the Company possessing more than 50% fifty percent (50%) of the total combined voting power of the Company's securities outstanding immediately after such acquisition; or (ii) The (ii)The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination combination, or (y) a sale or other disposition of all or substantially all of the Company's assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (A) Which transactions: (A)which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person Person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, Person, the "Successor Entity")) Entity") directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and (B) After (B)after which no person Person or group beneficially owns voting securities representing 50% fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person Person or group shall be treated for purposes of this Section 1(c)(ii)(B) 11(d) as beneficially owning 50% fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction. The Board A transaction shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether not constitute a Change in Control if its sole purpose is to change the State of the Company has occurred pursuant Company's incorporation or to the above definition, and the date of the occurrence of such Change create a holding company that will be owned in Control and any incidental matters relating thereto. (d) "Good Reason" shall mean the occurrence of any of the following events or conditions without Executive's written consent: (i) a material diminution in Executive's authority, duties or responsibilities; provided that continued assignment to Executive after a Change in Control of substantially the same duties and responsibilities to be performed by Executive for the Company, its successor or a business unit of a parent entity that continues substantially all of the business of the Company shall not constitute Good Reason, notwithstanding that the entity for which Executive is to perform such duties and responsibilities is not directly owned by public stockholders; (ii) a material diminution in Executive's base compensation, unless such a reduction is imposed across-the-board to senior management of the Company; (iii) a material change in the geographic location at which Executive must perform his or her duties; or (iv) any other action or inaction that constitutes a material breach proportions by the Company or any successor or affiliate of its obligations to Executive under this Agreement. Executive must provide written notice to persons who held the Company of the occurrence of any of the foregoing events or conditions without Executive's written consent within ninety (90) days of the occurrence of Company's securities immediately before such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for "Good Reason" following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. (e) "Code" transaction. (e)"Code" means the Internal Revenue Code of 1986, as amended, and amended. (f)"Company" has the Treasury Regulations and other interpretive guidance thereunder. (f) "Performance Awards" meaning ascribed to it in the preamble of this Agreement. (g)"Company Group" shall mean the Company together with any of its direct or indirect subsidiaries. (h)"Compensation Committee" shall mean the committee of the Board designated to make compensation decisions relating to senior executive officers of the Company. 10 (i)"Confidential Information" means any Stock Awards granted pursuant and all nonpublic information of the Company. Confidential Information includes, without limitation, such information relating to (i) the development, research, testing, manufacturing, marketing, and financial activities of the Company, (ii) the Services, (iii) the costs, sources of supply, financial performance, and strategic and/or business plans of Company, (iv) the identity and special needs of the customers and prospective customers of Company, and (v) the people and organizations with whom Company has business relationships and those relationships. Confidential Information also includes any information that Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. Notwithstanding the foregoing, "Confidential Information" does not include (x) any information that is or becomes generally known to the Company's performance-based compensation bonus plan industry or pursuant the public through no wrongful act of Executive or any representative of Executive and (y) any information that is made legitimately available to Executive by a third Party without breach of any confidentiality obligation. (j)"Disability" means Executive's inability, due to any agreement that Executive has entered into with the Company providing for an equity bonus payment illness, injury, accident or equity vesting based upon the condition of either a physical or psychological nature, to substantially perform Executive's or the Company's performance. (g) "Permanent Disability" means Executive's inability to perform the essential functions of his or her position, with or without reasonable accommodation, duties and responsibilities hereunder for a period of at least 120 one hundred twenty (120) consecutive days, or for any one hundred and eighty (180) days because during any period of three hundred and sixty-five (365) consecutive calendar days, exclusive of any leave Executive may take under the Family and Medical Leave Act, 29 U.S.C. § 12101 et seq. ("FMLA") or as a physical reasonable accommodation under the Americans with Disabilities Act, 29 U.S.C. § 2601 et seq. ("ADA"). (k)"Final Compensation" means the amount equal to the sum of: (i) the Base Salary earned but not paid through the date of termination of employment, payable not later than the next scheduled payroll date, (ii) any business and related expenses and allowances incurred by Executive or mental impairment. 2 (h) "Separation to which Executive is entitled under Section 4(g) but unreimbursed on the date of termination of employment; provided that with respect to business expenses unreimbursed under Section 4(g), such expenses and required substantiation and documentation are submitted within one hundred eighty (180) days of termination in the case of termination on account of Executive's death, or thirty (30) days on account of termination for any reason other than death, and that such expenses are reimbursable under Company's applicable reimbursement policy, and (iii) any other supplemental compensation, insurance, retirement or other benefits due and payable or otherwise required to be provided under Section 4 in accordance with the terms and conditions of the applicable plan or agreement. (l)"Good Reason" means, without Executive's express written consent: (i) a material reduction in the Base Salary, then in effect, except a material diminution generally affecting all of the members of the Company's management, (ii) a material reduction in job title, position or responsibility, (iii) a material breach of any term or condition contained in this Agreement, or (iv) a relocation of Executive's principal worksite that is more than fifty (50) miles from Service" Executive's principal worksite as of the Effective Date. However, none of the foregoing events or conditions will constitute "Good Reason" unless (i) Executive provides Company with written notice of the existence of Good Reason within ninety (90) days following the occurrence thereof, (ii) Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written notice, and (iii) Executive resigns Executive's employment within thirty (30) days following the expiration of that cure period. (m)"Intellectual Property" means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during Executive's employment that relate to either the Services or any prospective activity of Company or that make use of Confidential Information or any of the equipment or facilities of Company. (n)"Person" means an involuntary separation from service within individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust, and any other entity or organization other than Company. (o)"Sale of Company" means the meaning sale of Section 409A Company to an independent third Party or group of independent third Parties pursuant to which such Party or Parties acquire: (i) equity interests possessing the voting power under normal circumstances to elect a majority of the Code. (i) "Stock Awards" Board of Directors or similar governing body of Company (whether by merger, consolidation or sale or transfer of such equity interests), or (ii) all or substantially all of Company's assets determined on a consolidated basis. 11 (p)"Services" means all stock options, restricted stock and such other awards granted pursuant services planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by Company, together with all products provided or planned by Company, during Executive's employment. (q)"Severance Period" shall mean that number of years or partial years following termination of Executive's employment equal to the Company's stock option and equity incentive award plans number of years or agreements and any shares partial years of stock issued upon exercise thereof. Base Salary that the Executive receives under Section 5(f). (r)"Term End Date" shall mean the last day of the Term of this Employment Agreement. View More
Found in Janover Inc. contract
Definitions. For purposes of this Agreement, the following definitions apply: (a)"$" refers to U.S. Dollars. (b)"Affiliate" means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, "control" (including, with correlative meanings, the terms shall have "controlling," "controlled by" and "under common control with"), as... used with respect to any Person, means the possession, directly or indirectly, of the power to either: (i) direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise, or (ii) vote at least fifty percent (50%) or more of the securities having voting power for the election of a majority of the directors (or Persons performing similar functions) of such Person. (c)"Cause" means if Executive is discharged by Company on account of the occurrence of one or more of the following meanings: (a) "Board" shall mean the Board of Directors of the Company. (b) "Cause" shall mean any of the following: (i) Executive's gross negligence or willful misconduct in the performance of his duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in material damage to the Company or its subsidiaries; (ii) Executive's willful and habitual neglect of events: (i)Executive's continued refusal or failure to perform (other than by reason of Disability) Executive's material duties of consulting or employment, which neglect and responsibilities to Company if such refusal or failure is not cured within thirty (30) days after following written notice thereof is received of such refusal or failure by Executive; (iii) Company to Executive, or Executive's commission of any act of fraud continued refusal or dishonesty with respect to the Company that causes material harm to the Company or is intended to result in substantial personal enrichment; (iv) Executive's failure to cooperate with the Company in follow any investigation or formal proceeding initiated by a governmental authority or otherwise approved by reasonable lawful direction of the Board if such refusal or the Audit Committee of the Board, which failure is not cured within thirty (30) days after following written notice thereof is received of such refusal or failure by Company to Executive; (v) Executive's conviction of or plea of guilty or nolo contendere to felony criminal conduct; (vi) Executive's violation of the Company's Confidentiality and Proprietary Rights Agreement (as defined below) or similar agreement that Executive has entered into with the Company; or (vii) Executive's (ii)a material breach of any obligation or duty under this Agreement or material violation (other than Section 7, Section 8 and/or Section 9) by Executive that, if capable of any written employment or other written policies that have previously been furnished to Executive, which breach or violation being cured, is not cured within thirty (30) days after following written notice thereof of such breach by Company to Executive; (iii)an intentional and material breach of Section 7, Section 8 and/or Section 9 hereof by Executive; (iv)willful, grossly negligent or unlawful misconduct by Executive which causes material harm to Company or its reputation; (v)any conduct engaged in by Executive that is received materially detrimental to the business or reputation of Company as determined by the Board in good faith using its reasonable business judgment that is not cured within thirty (30) days following written notice from Company to Executive; (vi)the Company is directed in writing by regulatory or governmental authorities to terminate the employment of Executive or Executive engages in activities that: (i) are not approved or authorized by the Board, and (ii) cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on Company; or 10 (vii)a conviction, plea of guilty, or plea of nolo contendere by Executive, if such of or with respect to a criminal offense which is a felony or other crime involving dishonesty, disloyalty, fraud, embezzlement, theft, or similar action(s) (including, without limitation, acceptance of bribes, kickbacks or self-dealing), or the material breach or violation is capable of being cured. (c) "Change Executive's fiduciary duties with respect to Company. (d)"Change in Control" shall mean and include each means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following: (i) A following events: (i)A transaction or series of transactions (other than an offering of the Company's common stock to the general public through a registration statement filed by the Company with the Securities and Exchange Commission) whereby any "person" "Person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) Act) (other than the Company, any of its subsidiaries, an employee Executive benefit plan maintained by the Company or any of its subsidiaries or a "person" "Person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 13(d)(3) under the Exchange Act) of securities of the Company possessing more than 50% fifty percent (50%) of the total combined voting power of the Company's securities outstanding immediately after such acquisition; or (ii) The (ii)The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination combination, or (y) a sale or other disposition of all or substantially all of the Company's assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (A) Which transactions: (A)which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person Person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, Person, the "Successor Entity")) Entity") directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and (B) After (B)after which no person Person or group beneficially owns voting securities representing 50% fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person Person or group shall be treated for purposes of this Section 1(c)(ii)(B) 11(d) as beneficially owning 50% fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction. The Board A transaction shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether not constitute a Change in Control if its sole purpose is to change the State of the Company has occurred pursuant Company's incorporation or to the above definition, and the date of the occurrence of such Change create a holding company that will be owned in Control and any incidental matters relating thereto. (d) "Good Reason" shall mean the occurrence of any of the following events or conditions without Executive's written consent: (i) a material diminution in Executive's authority, duties or responsibilities; provided that continued assignment to Executive after a Change in Control of substantially the same duties and responsibilities to be performed by Executive for the Company, its successor or a business unit of a parent entity that continues substantially all of the business of the Company shall not constitute Good Reason, notwithstanding that the entity for which Executive is to perform such duties and responsibilities is not directly owned by public stockholders; (ii) a material diminution in Executive's base compensation, unless such a reduction is imposed across-the-board to senior management of the Company; (iii) a material change in the geographic location at which Executive must perform his or her duties; or (iv) any other action or inaction that constitutes a material breach proportions by the Company or any successor or affiliate of its obligations to Executive under this Agreement. Executive must provide written notice to persons who held the Company of the occurrence of any of the foregoing events or conditions without Executive's written consent within ninety (90) days of the occurrence of Company's securities immediately before such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for "Good Reason" following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. (e) "Code" transaction. (e)"Code" means the Internal Revenue Code of 1986, as amended, and amended. (f)"Company" has the Treasury Regulations and other interpretive guidance thereunder. (f) "Performance Awards" meaning ascribed to it in the preamble of this Agreement. (g)"Company Group" shall mean the Company together with any of its direct or indirect subsidiaries. (h)"Compensation Committee" shall mean the committee of the Board designated to make compensation decisions relating to senior executive officers of the Company. (i)"Confidential Information" means any Stock Awards granted pursuant and all nonpublic information of the Company. Confidential Information includes, without limitation, such information relating to (i) the development, research, testing, manufacturing, marketing, and financial activities of the Company, (ii) the Services, (iii) the costs, sources of supply, financial performance, and strategic and/or business plans of Company, (iv) the identity and special needs of the customers and prospective customers of Company, and (v) the people and organizations with whom Company has business relationships and those relationships. Confidential Information also includes any information that Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. Notwithstanding the foregoing, "Confidential Information" does not include (x) any information that is or becomes generally known to the Company's performance-based compensation bonus plan industry or pursuant the public through no wrongful act of Executive or any representative of Executive and (y) any information that is made legitimately available to Executive by a third Party without breach of any confidentiality obligation. 11 (j)"Disability" means Executive's inability, due to any agreement that Executive has entered into with the Company providing for an equity bonus payment illness, injury, accident or equity vesting based upon the condition of either a physical or psychological nature, to substantially perform Executive's or the Company's performance. (g) "Permanent Disability" means Executive's inability to perform the essential functions of his or her position, with or without reasonable accommodation, duties and responsibilities hereunder for a period of at least 120 one hundred twenty (120) consecutive days, or for any one hundred and eighty (180) days because during any period of three hundred and sixty-five (365) consecutive calendar days, exclusive of any leave Executive may take under the Family and Medical Leave Act, 29 U.S.C. § 12101 et seq. ("FMLA") or as a physical reasonable accommodation under the Americans with Disabilities Act, 29 U.S.C. § 2601 et seq. ("ADA"). (k)"Final Compensation" means the amount equal to the sum of: (i) the Base Salary earned but not paid through the date of termination of employment, payable not later than the next scheduled payroll date, (ii) any business and related expenses and allowances incurred by Executive or mental impairment. 2 (h) "Separation to which Executive is entitled under Section 4(f) but unreimbursed on the date of termination of employment; provided that with respect to business expenses unreimbursed under Section 4(f), such expenses and required substantiation and documentation are submitted within one hundred eighty (180) days of termination in the case of termination on account of Executive's death, or thirty (30) days on account of termination for any reason other than death, and that such expenses are reimbursable under Company's applicable reimbursement policy, and (iii) any other supplemental compensation, insurance, retirement or other benefits due and payable or otherwise required to be provided under Section 4 in accordance with the terms and conditions of the applicable plan or agreement. (l)"Good Reason" means, without Executive's express written consent: (i) a material reduction in the Base Salary, then in effect, except a material diminution generally affecting all of the members of the Company's management, (ii) a material reduction in job title, position or responsibility, (iii) a material breach of any term or condition contained in this Agreement, or (iv) a relocation of Executive's principal worksite that is more than fifty (50) miles from Service" Executive's principal worksite as of the Effective Date. However, none of the foregoing events or conditions will constitute "Good Reason" unless (i) Executive provides Company with written notice of the existence of Good Reason within ninety (90) days following the occurrence thereof, (ii) Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written notice, and (iii) Executive resigns Executive's employment within thirty (30) days following the expiration of that cure period. (m)"Intellectual Property" means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during Executive's employment that relate to either the Services or any prospective activity of Company or that make use of Confidential Information or any of the equipment or facilities of Company. (n)"Person" means an involuntary separation from service within individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust, and any other entity or organization other than Company. (o)"Sale of Company" means the meaning sale of Section 409A Company to an independent third Party or group of independent third Parties pursuant to which such Party or Parties acquire: (i) equity interests possessing the voting power under normal circumstances to elect a majority of the Code. (i) "Stock Awards" Board of Directors or similar governing body of Company (whether by merger, consolidation or sale or transfer of such equity interests), or (ii) all or substantially all of Company's assets determined on a consolidated basis. (p)"Services" means all stock options, restricted stock and such other awards granted pursuant services planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by Company, together with all products provided or planned by Company, during Executive's employment. (q)"Severance Period" shall mean that number of years or partial years following termination of Executive's employment equal to the Company's stock option and equity incentive award plans number of years or agreements and any shares partial years of stock issued upon exercise thereof. Base Salary that the Executive receives under Section 5(f).. (r)"Term End Date" shall mean the last day of the Term of this Employment Agreement. View More
Found in Vocodia Holdings Corp contract
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Definitions. Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" of any specified person shall mean any other person that, directly or indirectly, is in control of, is controlled by, or is under... common control with, such specified person. For purposes of this definition, control of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer Prospectus" shall mean the prospectus included in the Exchange Offer Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Exchange Offer Registration Period" shall mean the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company). "Holder" shall have the meaning set forth in the preamble hereto. "Indenture" shall mean the indenture relating to the Securities, dated as of December 22, 2004, between the Company and Wilmington Trust Company as trustee, as the same may be amended from time to time in accordance with the terms thereof. "Initial Placement" shall have the meaning set forth in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. "Losses" shall have the meaning set forth in Section 6(d) hereof. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 2 "New Securities" shall mean debt securities of the Company identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the Indenture or the New Securities Indenture. "New Securities Indenture" shall mean an indenture between the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified or eliminated, as appropriate). "New Securities Trustee" shall mean the Trustee or a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture. "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. "Securities" shall have the meaning set forth in the preamble hereto. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 3 "Trustee" shall mean the trustee with respect to the Securities under the Indenture. "underwriter" shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement. View More
Found in LEVI STRAUSS & CO contract
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Definitions. Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" "1933 Act" shall mean the Securities Act of 1933, as amended, amended from time to time, and the rules and regulations of the Commission SEC promulgated thereunder. "Affiliate" of any specified person shall mean any other person that, directly or indirectly, is in... control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Exchange "1934 Act" shall mean the Securities Exchange Act of 1934, as amended, amended from time to time, and the rules and regulations of the Commission SEC promulgated thereunder. "Additional Interest" shall have the meaning set forth in Section 2(e) hereof. "Closing Time" shall mean May 21, 2013. "Company" shall have the meaning set forth in the preamble to this Agreement and also includes the Company's successors. "Credit Suisse" shall mean Credit Suisse Securities (USA) LLC and its successors. "Depositary" shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York. "Exchange Offer Prospectus" Offer" shall mean the prospectus included in exchange offer by the Company of Exchange Offer Registration Statement, as amended or supplemented by any prospectus supplement, with respect Securities for Registrable Securities pursuant to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. Section 2(a) hereof. "Exchange Offer Registration Period" Registration" shall mean a registration under the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. 1933 Act effected pursuant to Section 2(a) hereof. "Exchange Offer Registration Statement" shall mean a an exchange offer registration statement of on Form S-4 (or, if applicable, on another appropriate form) covering the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, Registrable Securities, and all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. "Exchanging Dealer" "Exchange Securities" shall mean any Holder (which may include any Initial Purchaser) the 6.750% Senior Notes due 2021 issued by the Company under the Indenture containing terms identical to the Securities (except that is (i) interest thereon shall accrue from the last date to which interest has been paid or duly provided for on the Securities or, if no such interest has been paid or duly provided for, from the Interest Accrual Date, (ii) provisions relating to an increase in the stated rate of interest thereon upon the occurrence of a Broker-Dealer Registration Default shall be eliminated, (iii) the transfer restrictions and elects legends relating to exchange for New Securities any Securities that it acquired for its own account restrictions on ownership and transfer thereof as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate issuance of the Company). "Holder" Securities without registration under the 1933 Act shall have be eliminated, (iv) the meaning set forth denominations thereof shall be $2,000 and integral multiples of $1,000) and (v) all of the Exchange Securities will be represented by one or more global Exchange Securities in book-entry form unless exchanged for Exchange Securities in definitive certificated form under the circumstances provided in the preamble hereto. Indenture to be offered to Holders of Registrable Securities in exchange for Registrable Securities pursuant to the Exchange Offer. "FINRA" shall mean the Financial Industry Regulatory Authority, Inc. "Goldman Sachs" shall mean Goldman, Sachs & Co. and its successors. "Holders" shall mean (i) the Initial Purchasers, for so long as they own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and (ii) each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. "Indenture" shall mean the indenture relating to the Securities, Indenture dated as of December 22, 2004, July 1, 1987, as amended and supplemented by the First Supplemental Indenture dated as of August 1, 1990, the Second Supplemental Indenture dated as of October 1, 1992, the Third Supplemental Indenture dated as of September 1, 1995, the Fourth Supplemental Indenture dated as of August 4, 1999 and the Fifth Supplemental Indenture dated as of September 17, 1999, each between the Company and Wilmington Bankers Trust Company Company, as trustee, as the same may be further amended or supplemented from time to time in accordance with the terms thereof. "Interest Accrual Date" means May 21, 2013. "Initial Placement" Purchasers" shall have the meaning set forth in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. "Losses" shall have the meaning set forth in Section 6(d) hereof. of this Agreement. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Registrable Securities registered under a Registration Statement. "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 2 "New Securities" shall mean debt securities outstanding, excluding Exchange Securities referred to in clause (ii) of the definition of "Holders" above; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities or Exchange Securities is required hereunder, Registrable Securities and Exchange Securities held by the Company identical or any of its 3 affiliates (as such term is defined in all material respects to Rule 405 under the Securities (except that the interest rate step-up provisions and the transfer restrictions 1933 Act) shall be modified disregarded in determining whether such consent or eliminated, as appropriate) and to be issued under approval was given by the Indenture or Holders of such required percentage. "Notifying Broker-Dealer" shall have the New Securities Indenture. "New Securities Indenture" meaning set forth in Section 3(f). "Participating Broker-Dealer" shall have the meaning set forth in Section 3(f). "Person" shall mean an indenture between the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified individual, partnership, joint venture, limited liability company, corporation, trust or eliminated, as appropriate). "New Securities Trustee" shall mean the Trustee unincorporated organization, or a bank government or trust company reasonably satisfactory to agency or political subdivision thereof. "Private Exchange Securities" shall have the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture. meaning set forth in Section 2(a) hereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any Registration Statement (including, without limitation, a preliminary prospectus, and any such prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Securities or the New Registrable Securities covered by such a Shelf Registration Statement, and by all other amendments and supplements thereto to a prospectus, including post-effective amendments, and in each case including all material incorporated or deemed to be incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" to this Agreement. "Registrable Securities" shall mean the proposed offer Securities; provided, however, that any Securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) such Securities shall have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have ceased to be outstanding, (iv) such Securities have been exchanged for Exchange Securities which have been registered pursuant to the Exchange Offer Registration Statement upon consummation of the Exchange Offer unless, in the case of any Exchange Securities referred to in this clause (iv), such Exchange Securities are held by Participating Broker-Dealers or otherwise are not freely tradable without any limitations or restrictions under the 1933 Act (in which case such Exchange Securities will be deemed to be Registrable Securities until such time as such Exchange Securities are sold to a purchaser in whose hands such Exchange Securities are freely tradeable without any limitations or restrictions under the 1933 Act) or (v) such Securities have been exchanged for Private Exchange Securities pursuant to this Agreement (in which case such Private Exchange Securities will be deemed to be Registrable Securities until such time as such Private Exchange Securities are sold to a purchaser in whose hands such Private Exchange Securities are freely tradeable without any limitations or restrictions under the 1933 Act). "Registration Default" shall have the meaning set forth in Section 2(e). "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company to issue with this Agreement, including without limitation: (i) all SEC, 4 stock exchange or FINRA registration and deliver filing fees, (ii) all fees and expenses incurred in connection with compliance with state or other securities or blue sky laws and compliance with the rules of FINRA (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with qualification of any of the Exchange Securities or Registrable Securities under state or other securities or blue sky laws and any filing with and review by FINRA), (iii) all expenses of any Persons in preparing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates representing the Securities, Private Exchange Securities (if any) or Exchange Securities and other documents relating to the Holders performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred in connection with the listing, if any, of any of the Securities, Private Exchange Securities that are not prohibited by (if any) or Exchange Securities on any law securities exchange or policy exchanges or on any quotation system, (vi) all fees and disbursements relating to the qualification of the Commission from participating in such offer, in exchange Indenture under applicable securities laws, (vii) the fees and disbursements of counsel for the Securities, Company and the fees and expenses of independent public accountants for the Company or for any other Person, business or assets whose financial statements are included in any Registration Statement or Prospectus, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, (viii) the fees and expenses of a like aggregate principal amount "qualified independent underwriter" as defined by Conduct Rule 2720 of FINRA (if required by FINRA rules) and the fees and disbursements of its counsel, (ix) the fees and expenses of the New Securities. Trustee, any registrar, any depositary, any paying agent, any escrow agent or any custodian, in each case including fees and disbursements of their respective counsel, and (x) in the case of an underwritten offering, any fees and disbursements of the underwriters customarily paid by issuers or sellers of securities and the fees and expenses of any special experts retained by the Company in connection with any Registration Statement but excluding (except as otherwise provided herein) fees of counsel to the underwriters or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any registration statement of the Company relating to any offering of the Exchange Securities or the New Registrable Securities pursuant to the provisions of this Agreement, Agreement (including, without limitation, any Exchange Offer Registration Statement and any Shelf Registration Statement), and all amendments and supplements to any such registration statement, Registration Statement, including post-effective amendments (in amendments, in each case including the Prospectus contained therein), therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. "SEC" shall mean the Securities and Exchange Commission or any successor thereto. "Securities" shall have the meaning set forth in the preamble hereto. to this Agreement. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) 2(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof 2(b) of this Agreement which covers some or all of the Registrable Securities or New Securities, Private Exchange Securities (if any), as applicable, the case may be, on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by 5 the Commission, SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. 3 "TIA" shall mean the Trust Indenture Act of 1939, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. "Trustee" shall mean the trustee with respect to the Securities, the Private Exchange Securities (if any) and the Exchange Securities under the Indenture. "underwriter" For purposes of this Agreement, (i) all references in this Agreement to any Registration Statement, preliminary prospectus or Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system; (ii) all references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in any Registration Statement, preliminary prospectus or Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary prospectus or Prospectus, as the case may be; (iii) all references in this Agreement to amendments or supplements to any Registration Statement, preliminary prospectus or Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary prospectus or Prospectus, as the case may be; (iv) all references in this Agreement to Rule 144, Rule 144A, Rule 405 or Rule 415 under the 1933 Act, and all references to any sections or subsections thereof or terms defined therein, shall in each case include any successor provisions thereto; and (v) all references in this Agreement to days (but not to business days) shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement. calendar days. 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Found in SUPERVALU INC. contract
Definitions. Capitalized terms used herein without definition shall have the their respective meanings set forth in the Purchase Dealer Manager Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" "2015 Notes" shall mean have the meaning ascribed to it in the preamble. "2018 Notes" shall have the meaning ascribed to it in the preamble. "Additional Interest" shall have the meaning ascribed to it in Section 8 hereof. "Affiliate" shall have the... meaning specified in Rule 405 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" of any specified person shall mean any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" thereto. "broker-dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Closing Date" shall mean the date of the first issuance of the Securities. "Commission" shall mean the Securities and Exchange Commission. "Company" shall have the meaning ascribed to it in the preamble. "Dealer Manager Agreement" shall have the meaning ascribed to it in the preamble. "Dealer Managers" shall have the meaning ascribed to it in the preamble. "Deferral Period" shall have the meaning ascribed to it in Section 4(k)(ii) hereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer Prospectus" shall mean the prospectus included in the Exchange Offer Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Exchange Offer Registration Period" shall mean the 180-day one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Securities Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) Dealer Manager) that is a Broker-Dealer broker-dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company). Company) for New Securities. "FINRA Rules" shall mean the Conduct Rules and the By-Laws of the Financial Industry Regulatory Authority, Inc. -2- "Freely Tradable Security" shall mean any security at any time of determination if at such time of determination such security (i) may be sold to the public pursuant to Rule 144 under the Securities Act by a person that is not an "affiliate" (as defined in Rule 144 under the Securities Act) of the Company where no conditions of Rule 144 under the Securities Act are then applicable (other than the holding period requirement in paragraph (d) of Rule 144 under the Securities Act so long as such holding period requirement is satisfied at such time of determination) and (ii) does not bear any restrictive legends relating to the Securities Act. "Guarantee" shall have the meaning ascribed to it in the preamble. "Holder" shall have the meaning set forth ascribed to it in the preamble hereto. preamble. "Indenture" shall mean the indenture Indenture relating to the Securities, dated as of December 22, 2004, between 24, 2008, among the Company Company, Parent Guarantor and Wilmington Trust Company U.S. Bank National Association, as trustee, as the same may be amended from time to time in accordance with the terms thereof. "Initial Placement" "Inspector" shall have the meaning set forth ascribed to it in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. Section 4(q)(ii) hereof. "Losses" shall have the meaning set forth ascribed to it in Section 6(d) hereof. "Majority Holders" shall mean the mean, on any date, Holders of a majority of the aggregate principal amount of Securities each of the 2015 Notes and the 2018 Notes registered under a Registration Statement. "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 2 offering, if any, under a Registration Statement. "New Securities" shall mean debt securities of the Company and the Guarantee by Parent Guarantor, in each case, identical in all material respects to the Securities Notes and the related Guarantee (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the Indenture in connection with sales or exchanges effected pursuant to this Agreement. "Notes" shall have the New Securities Indenture. "New Securities Indenture" shall mean an indenture between meaning ascribed to it in the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified or eliminated, as appropriate). "New Securities Trustee" preamble. "Offering Memorandum" shall mean the Trustee or a bank or trust company reasonably satisfactory offering memorandum, dated November 14, 2008, as supplemented, relating to the Initial Purchasers, as trustee with respect exchange offer for the Notes, including any and all exhibits thereto and any information incorporated by reference therein. "Parent Guarantor" shall have the meaning ascribed to it in the New Securities under preamble. "Private Placement" shall have the New Securities Indenture. meaning ascribed to it in the preamble. "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to -3- the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and all material any information incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" shall mean the proposed offer of the Company and Parent Guarantor to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. "Registrable Securities" shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and exchanged or disposed of in accordance therewith or (B) sold to the public pursuant to Rule 144 under the Securities Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any New Securities resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Securities Act. "Registration Default" shall have the meaning ascribed to it in Section 8 hereof. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. "Securities" shall have the meaning set forth ascribed to it in the preamble hereto. preamble. "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has shall have the meaning set forth ascribed to it in Section 3(b) 3(b)(ii) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 3 "Trustee" shall mean the trustee with respect to the Securities under the Indenture. "underwriter" "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder. -4- "Underwriter" shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement. View More
Found in CAESARS ENTERTAINMENT Corp contract
Definitions. Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" shall mean "Additional Interest" has the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. meaning assigned thereto in Section 7(a) hereof. "Affiliate" of any specified person shall mean means any other person ... class="diff-color-red">that, which, directly or indirectly, is in control of, is controlled by, or is under common control with, with such specified person. For purposes of this definition, control of a person shall mean means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered "Closing Date" means the First Time of Delivery as such under defined in the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Purchase Agreement. 1 "Commission" shall mean means the United States Securities and Exchange Commission. Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. "Common Stock" means the Company's common stock, par value $0.01 per share together with any associated preferred share purchase rights. "DTC" means The Depository Trust Company. "Effective Date" has the meaning assigned thereto in Section 2(b)(i) hereof. "Effective Failure" has the meaning assigned thereto in Section 7(b) hereof. "Effectiveness Period" has the meaning assigned thereto in Section 2(b)(i) hereof. "Effective Time" means the time at which the Commission declares the Shelf Registration Statement effective or at which the Shelf Registration Statement otherwise becomes effective. "Electing Holder" has the meaning assigned thereto in Section 3(a)(iii) hereof. "Exchange Act" shall mean means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer Prospectus" shall mean the prospectus included in the Exchange Offer Registration Statement, as amended or supplemented by amended. "Holder" means any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Exchange Offer Registration Period" shall mean the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) person that is the record owner of Registrable Securities (and includes any person that has a Broker-Dealer and elects to exchange for New Securities beneficial interest in any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from Registrable Security in book-entry form). "Indenture" means the Company or any Affiliate of the Company). "Holder" shall have the meaning set forth in the preamble hereto. "Indenture" shall mean the indenture relating to the Securities, Indenture, dated as of December 22, 2004, February 14, 2005, between the Company and Wilmington J.P. Morgan Trust Company Company, National Association, as trustee, as the same may be amended and supplemented from time to time in accordance with the terms thereof. "Initial Placement" shall have the meaning set forth in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. "Losses" shall have the meaning set forth in Section 6(d) hereof. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. its terms. "Managing Underwriters" shall mean means the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 2 "New Securities" shall mean debt securities offering, if any, conducted pursuant to Section 6 hereof. "NASD Rules" means the Rules of the Company identical National Association of Securities Dealers, Inc., as amended from time to time. "Notice and Questionnaire" means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified form of Appendix A hereto. The term "person" means an individual, partnership, corporation, trust or eliminated, as appropriate) and to be issued under the Indenture or the New Securities Indenture. "New Securities Indenture" shall mean an indenture between the Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified or eliminated, as appropriate). "New Securities Trustee" shall mean the Trustee unincorporated organization, or a bank government or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture. agency or political subdivision thereof. "Prospectus" shall mean means the prospectus included in any Registration Statement (including, without limitation, a any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), Securities Act) included in the Shelf Registration Statement, as amended 2 or supplemented by any prospectus supplement, supplement with respect to the terms of the offering of any portion of the Securities or the New Registrable Securities covered by such the Shelf Registration Statement, Statement and by all other amendments and supplements thereto to such prospectus, including all material incorporated by reference in such prospectus and all material documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein. "Purchase Agreement" shall have means the purchase agreement, dated as of February 8, 2005, between the Purchasers and the Company relating to the Securities. "Purchasers" means the Purchasers named in Schedule I to the Purchase Agreement. "Registrable Securities" means all or any portion of the Securities issued from time to time under the Indenture in registered form and the shares of Common Stock issuable upon conversion, repurchase or redemption of such Securities; provided, however, that a security ceases to be a Registrable Security when it is no longer a Restricted Security. "Registration Default" has the meaning set forth assigned thereto in Section 7(a) hereof. "Restricted Security" means any Security or share of Common Stock issuable upon conversion thereof except any such Security or share of Common Stock that (i) has been effectively registered under the preamble hereto. "Registered Exchange Offer" shall mean Securities Act and sold in a manner contemplated by the proposed offer Shelf Registration Statement, (ii) has been transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or is transferable pursuant to paragraph (k) of such Rule 144 (or any successor provision thereto) or (iii) has otherwise been transferred and a new Security or share of Common Stock not subject to transfer restrictions under the Securities Act has been delivered by or on behalf of the Company to issue and deliver to the Holders in accordance with Section 2.12 of the Securities that are not prohibited by any law or policy Indenture. "Rules and Regulations" means the published rules and regulations of the Commission from participating promulgated under the Securities Act or the Exchange Act, as in such offer, in exchange effect at any relevant time. "Securities Act" means the United States Securities Act of 1933, as amended. "Shelf Registration" means a registration effected pursuant to Section 2 hereof. "Shelf Registration Statement" means a "shelf" registration statement filed under the Securities Act providing for the Securities, registration of, and the sale on a like aggregate principal amount continuous or delayed basis by the Holders of, all of the New Securities. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of Registrable Securities pursuant to Rule 415 under the Securities or Act and/or any similar rule that may be adopted by the New Securities Commission, filed by the Company pursuant to the provisions of Section 2 of this Agreement, including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), amendments, and all exhibits thereto and all material incorporated by reference therein. "Securities" shall have in such registration statement. "Trust Indenture Act" means the meaning set forth in the preamble hereto. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement Trust Indenture Act of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, 1939, or any similar rule that may successor thereto, and the rules, regulations and forms promulgated thereunder, as the same shall be adopted by the Commission, amendments and supplements amended from time to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. time. 3 "Trustee" shall mean the trustee with respect to the Securities under the Indenture. The term "underwriter" shall mean means any underwriter of Registrable Securities in connection with an offering thereof under a Shelf Registration Statement. (b) Wherever there is a reference in this Agreement to a percentage of the "principal amount" of Registrable Securities or to a percentage of Registrable Securities, Common Stock shall be treated as representing the principal amount of Securities that was surrendered for conversion or exchange in order to receive such number of shares of Common Stock. View More
Found in PDL BIOPHARMA, INC. contract
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Definitions. (b) "Board" means the Board of Directors of the Company. (c) "Capitalization Adjustment" means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend,... combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company. (d) "Cause" means with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause shall be made in good faith by the Company in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. (e) "Change in Control" means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange 2. Act Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the shareholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the shareholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur; or (iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by shareholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition. The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. (f) "Code" means the Internal Revenue Code of 1986, as amended. (g) "Committee" means a committee of two or more Directors to whom authority has been delegated by the Board in accordance with Section 3(c). View More
Found in BIOCEPT INC contract
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Definitions. (a) "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (t), respectively, of the Code. (b) "Board" means the Board of Directors of the Company. (c) "Capitalization Adjustment" means any change has the meaning ascribed to that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without... the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend term in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company. Section 1. l(a). (d) "Cause" means with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause shall be made in good faith by the Company in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. (e) "Change in Control" means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% fifty percent (50%) of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange 2. Act Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; transaction; (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the shareholders stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the shareholders stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur; or (iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% fifty percent (50%) of the combined voting power of the voting securities of which are Owned by shareholders stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition. The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, agreement (it being understood, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. (f) apply). (e) "Code" means the Internal Revenue Code of 1986, as amended. (g) (f) "Committee" means a committee of two one or more Directors to whom authority has been delegated members of the Board appointed by the Board in accordance with Section 3(c). (g) "Common Stock" means the common stock of the Company. View More
Found in Turning Point Therapeutics, Inc. contract
Definitions. (b) "Board" means the Board of Directors 2.1 Bonus. The payout amount earned by a Participant under a short-term (annual) or long-term incentive plan of the Company. (c) "Capitalization Adjustment" means any change that is made in, or other events that occur with respect to, the Common Stock subject Company, but only to the Plan extent the award is not stock or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through merger, consolidation,... reorganization, recapitalization, reincorporation, stock dividend, dividend stock-related and is payable in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change cash. 2.2 Change in corporate structure or other transaction not involving the receipt of consideration by the Company). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company. (d) "Cause" means with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause Control. A Change in Control shall be made in good faith by the Company in its sole discretion. deemed to have occurred if: (a) Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such Participant shall have no effect upon any determination of the rights Person is or obligations of the Company or such Participant for any other purpose. (e) "Change in Control" means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) any Exchange Act Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities; provided, however, if such Person acquires securities directly from the Company, such securities shall not be included unless such Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company's then outstanding shares of common stock or the combined voting power of the Company's then outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or (b) The following individuals cease for any reason to constitute at least a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least 2/3rds of the directors then still in office who either were directors on the date hereof or whose appointment, election, or nomination for election was previously so approved (the "Continuing Directors"); or -1- (c) The consummation of a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) with any other corporation other than (i) a merger or consolidation which would result in both (a) Continuing Directors continuing to constitute at least a majority of the number of directors of the combined entity immediately following consummation of such merger or consolidation, and (b) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities; provided that securities other than acquired directly from the Company shall not be included unless the Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company's then outstanding shares of common stock or the combined voting power of the Company's then outstanding securities; and provided further that any acquisition of securities by virtue of any Person in connection with a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change transaction described in Control Section 2.2(c)(i) shall not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange 2. Act Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if be a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase Company; or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the shareholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the shareholders (d) The stockholders of the Company approve or the Board approves a plan of complete liquidation or dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur; or (iv) there is consummated a sale, lease, exclusive license the consummation of an agreement for the sale or other disposition by the Company of all or substantially all of the consolidated assets of the Company and its Subsidiaries, Company's assets, other than a sale, lease, license sale or other disposition by the Company of all or substantially all of the consolidated Company's assets of the Company and its Subsidiaries to an Entity, entity, more than 50% of the combined voting power of the voting securities of which are Owned owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale. A transaction described in Section 2.2(c) which is not a Change in Control of the Company solely due to the operation of Subsection 2.2(c)(i)(a) will nevertheless constitute a Change in Control of the Company if the Board determines, prior to the consummation of the transaction, that there is not a reasonable assurance that, for at least 2 years following the consummation of the transaction, at least a majority of the members of the board of directors of the surviving entity or any parent will continue to consist of Continuing Directors and individuals whose election or nomination for election by the shareholders of the surviving entity or any parent would be approved by a vote of at least two-thirds of the Continuing Directors and individuals whose election or nomination for election has previously been so approved. For purposes of this Section, "Beneficial Owner" shall have the meaning set forth in Rule 13d‐3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). -2- For purposes of this Section, "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that "Person" shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership ownership of stock of the outstanding voting Company, or (v) an individual, entity or group that is permitted to and does report its beneficial ownership of securities of the Company immediately prior on Schedule 13G under the Exchange Act (or any successor schedule), provided that if the individual, entity or group later becomes required to such sale, lease, license or other disposition. The term Change in Control does report its ownership of Company securities on Schedule 13D under the Exchange Act (or any successor schedule), then the individual, person or group shall not include be deemed to be a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile Person as of the Company. Notwithstanding first date on which the foregoing individual, person or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company group becomes required to or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. (f) "Code" means the Internal Revenue Code of 1986, as amended. (g) "Committee" means a committee of two or more Directors to whom authority has been delegated by the Board in accordance with Section 3(c). does report its ownership on Schedule 13D. View More
Found in Boise Cascade Company contract
Definitions. (a) "AFFILIATE" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. (b) "Board" "BOARD" means the Board of Directors of the Company. (c) "Capitalization Adjustment" means any change "CAPITALIZATION ADJUSTMENT" has the meaning ascribed to that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock... Award after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend term in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company. Section 11(a). (d) "Cause" means with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause shall be made in good faith by the Company in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. (e) "Change in Control" "CHANGE IN CONTROL" means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% fifty percent (50%) of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange 2. Act Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any 1 additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the shareholders stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the shareholders stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur; or (iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% fifty percent (50%) of the combined voting power of the voting securities of which are Owned by shareholders stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition. The term Change in Control shall not include a sale of assets, merger disposition; or other transaction effected exclusively for (v) individuals who, on the purpose of changing date this Plan is adopted by the domicile Board, are members of the Company. Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, agreement (it being understood, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. (f) "Code" apply). (e) "CODE" means the Internal Revenue Code of 1986, as amended. (g) "Committee" (f) "COMMITTEE" means a committee of two one or more Directors to whom authority has been delegated members of the Board appointed by the Board in accordance with Section 3(c). (g) "COMMON STOCK" means the common stock of the Company. (h) "COMPANY" means GTx, Inc., a Delaware corporation. However, the term "Consultant" shall not include Directors who are not compensated by the Company for their services as Directors, and the payment of a director's fee by the Company for services as a Director shall not cause a Director to be considered a "Consultant" for purposes of the Plan. (j) "CONTINUOUS SERVICE" means that the Participant's service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant's service with the Company or an Affiliate, shall not terminate a Participant's Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director shall not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company's leave of absence policy or in the written terms of the Participant's leave of absence. (k) "CORPORATE TRANSACTION" means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale or other disposition of all or substantially all, as determined by the Board in its discretion, of the consolidated assets of the Company and its Subsidiaries; (ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; (iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. (l) "COVERED EMPLOYEE" means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. View More
Found in GTX INC contract
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