Definitions

Definitions. Terms used in this Amendment which are defined in the Agreement shall have the meanings specified therein (unless otherwise defined herein).

Definitions. Terms used in this Amendment which are defined in the Existing Agreement shall have the meanings specified therein (unless otherwise defined herein) and shall include in the singular number the plural and in the plural number the singular.

Definitions. This Agreement contemplates a transaction in which the Purchasers will purchase all Sellers' right, title and interest in and to all income from and reversionary interests in the escrow accounts identified on Exhibit A, which were established by the Sellers on behalf of STI as a non-participating manufacturer under state statutes adopted substantially in the form of the Model Statute set forth on Exhibit T to the Master Settlement Agreement between the major tobacco companies and each state in... the United States and the District of Columbia, other than the states of Virginia, Texas, Louisiana and Minnesota (the 'Escrow'). View More

Definitions. (a) "Applicable Fiscal Years" shall have the meaning set forth on Appendix A of this Agreement. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Change in Control" shall mean "Change in Control" as defined in the Plan. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction or occurrence constitutes a change in ownership or effective control within the meaning of Section 409A(a)(2)(A)(v) of... the Code. (d) "EBITDA" shall mean "Adjusted EBITDA" as defined in the SECOND AMENDMENT dated as of November 14, 2008 among SEALY MATTRESS COMPANY, an Ohio corporation (the "Borrower"), SEALY CANADA LTD./LTEE, a company organized under the laws of Canada (the "Canadian Borrower"), SEALY MATTRESS CORPORATION, a Delaware corporation ("Holdings"), SEALY CORPORATION, a Delaware corporation ("Parent"), the subsidiaries of Borrower listed on the signature pages thereto, as guarantors, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, "Administrative Agent") on behalf of the Required Lenders to the Third Amended and Restated Credit Agreement dated as of August 25, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time) among Borrower, Canadian Borrower, Holdings, Parent and certain Subsidiaries of Borrower, as Guarantors, each lender from time to time party thereto, the Administrative Agent and the other Agents and the Arrangers named therein, which agreement generally provides that "EBITDA" is defined as net income plus interest, taxes, depreciation and amortization and "Adjusted EBITDA" is defined as "EBITDA" further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the agreement. (e) "Fiscal Year" shall mean each fiscal year of the Company (which, for the avoidance of doubt, ends on or about November 30 of any given calendar year). (f) "Financial Statement Approval Date" shall mean the date on which the audited financial statements of the Company for any of the Applicable Fiscal Years have been finally approved by the auditing firm engaged by the Company to review such statements (which approval shall in no event occur later than February 28 of the calendar year immediately following the Applicable Fiscal Year). (g) "Permanent Disability" shall mean the Employee becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months to perform substantially all of the material elements of the Employee's duties with the Company or any Subsidiary or Affiliate thereof. Any question as to the existence of the Permanent Disability 6 of the Employee as to which the Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Permanent Disability made in writing to the Company and the Employee shall be final and conclusive for all purposes of this Agreement (such inability is hereinafter referred to as "Permanent Disability" or being "Permanently Disabled"). (h) "Performance Goals" shall mean the financial targets for the Company as set forth on Appendix A to this Agreement. (i) "Qualified Retirement" shall mean a retirement from the Company meeting all of the following criteria: (a) the Employee has been continually employed by the Company or any Subsidiary or Affiliate thereof from the date hereof through the end of the Company's Fiscal Year that the Grant Date occurs, (b) the Employee is at least 58 years of age and (c) the Employee has reached a total combined years of age and service (since such Employee's most recent hire date) which totals at least 73 (calculated on a monthly basis). View More

Definitions. Reference is hereby made to the "Notes" (as defined in and issued pursuant to the Securities Purchase Agreement, and as such Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively, the "Notes"). All capitalized terms used in this Guaranty, which are defined in the Notes and not otherwise defined herein, shall have the same meanings herein as set forth therein.

Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Management Agreement. In addition, the following terms shall have the respective meanings assigned to them below, unless otherwise indicated:

Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the LLC Agreement.

Definitions. The following terms shall, when used in this Agreement, have the meanings as set forth below: "Affiliate" means, with reference to a specified Person: (a) a Person that, directly or indirectly, controls, is controlled by, or is under common control with the specified Person; or (b) any Person that is an officer, director, general partner, manager, or trustee of, or serves in a similar capacity with respect to, the specified Person, or for which the specified Person is an officer, director,... general partner, manager, or trustee, or serves in a similar capacity. "Brands" means: (a) trademarks, service marks and trade names, including, without limitation, those listed in Exhibit A; (b) copyrights and design rights; (c) domain names relating thereto (to be coordinated with Licensor's use thereof); (d) common law rights and goodwill associated with each of the foregoing; and (e) applications and registrations for each of the foregoing. "Event" means any festival, concert, or other event offered under any of the Licensed Brands and taking place in North America. "Licensee Entity" means (a) the Licensee or (b) any Person to which the Licensee (or a sub-licensee of the right to use any Licensed Brands) has, in accordance with this Agreement, sub-licensed the right to use any Licensed Brands. "Licensor Subsidiary Licensee" means any subsidiary of Licensor that is a licensee under a license agreement pursuant to which such subsidiary receives a license to use a Brand, in such subsidiary's capacity as a licensee thereunder. "Licensor Subsidiary Licensor" means any subsidiary of Licensor that is a licensor under a license agreement pursuant to which such subsidiary has licensed a Brand, in such subsidiary's capacity as a licensor thereunder. "Licensed Brands" means: all Brands that the Licensor (directly or through a Licensor Subsidiary Licensor or a Licensor Subsidiary Licensee) has (or in the future obtains) the rights to use in North America, whether now in existence or hereafter developed or acquired. "Multi-day Event" means an Event that occurs on a series of days, which may or may not be consecutive. "North America" means Canada, Mexico and the United States. 2 "North America-only Contract" means any contract or arrangement between the Licensor or an Affiliate of the Licensor and another Person regarding the use of a Brand by such Person in North America only. "North America-only In-license Contract" means a North America-only Contract pursuant to which a Licensor Subsidiary Licensee receives a license to use a Brand from a Third Party. "North America-only Out-license Contract" means a North America-only Contract pursuant to which a Licensor Subsidiary Licensor licenses to a Third Party the right to use a Brand. "North America-plus Contract" means any contract or arrangement between a Licensor Subsidiary Licensor or a Licensor Subsidiary Licensee, on the one hand, and another Person, on the other, regarding the use of a Brand in North America and in one or more jurisdictions other than North America. "North America-plus In-license Contract" means a North America-plus Contract pursuant to which a Licensor Subsidiary Licensee receives a license to use a Brand from a Third Party. "North America-plus Out-license Contract" means a North America-plus Contract pursuant to which a Licensor Subsidiary Licensor licenses a Third Party the right to use a Brand. "Person" means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a governmental entity or any other entity or body. "Products" means the merchandise and other products and articles offered under any of the Licensed Brands in North America or offered in connection with any Event. "Promote" means to promote, market, produce, develop, originate, use, sell, exploit or operate (or any of the foregoing). "Promotion" has a meaning correlative to the foregoing sentence. "SPA" means the Stock Purchase Agreement, dated the date hereof, between SFX and One of Us. "Territory" means North America. "Third Party" means, as of a given time of determination, a Person that is not an Affiliate of the Licensor at such time. View More

Definitions. (a) Section 1.01 of the Credit Agreement is hereby amended by amending and replacing the following definitions in their entirety as follows: (i) "Amendment No. 2 Interim Period Termination Date" shall mean the earliest to occur of: (1) April 30, 2010; (2) the date upon which a Default other than a Specified Default occurs under this Agreement or there is any breach of the terms of Section 9.03 of this Agreement or Amendment No. 2 by the Borrower; and (3) the failure by the Borrower to comply... with any of the conditions or covenants in Section 9.03(b). (ii) "Working Capital Commitment Period" shall mean the period commencing on the Closing Date and ending on the earlier to occur of (y) April 30, 2010, as such period may be extended by the Working Capital Facility Lenders annually thereafter up to the Final Maturity Date and (z) the termination of all Working Capital Commitments pursuant to Section 2.04 or Section 9.01. View More

Definitions. (a) "Board" means the Board of Directors of the Company. (b) "Cash Account" means the account maintained on behalf of the Participant by the Custodian for the purpose of holding cash contributions pending investment in Stock. (c) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code will be deemed to include successor provisions thereto and regulations thereunder. (d) "Custodian" means Smith Barney Inc., or such successor thereto... as may be appointed by the Board. (e) "Earnings" means that portion of a Participant's salary or wages which is designated as "regular pay" under the payroll system of the Company and its Subsidiaries and received by a Participant for services rendered during a specified pay period during which time the Participant participated in the Plan. (f) "Enrollment Date" means the first business day of each Offering Period. (g) "Fair Market Value" means the closing sale price of Stock reported in the table entitled "Nasdaq National Market Issues" or any successor table in the Wall Street Journal (or, if Stock is then principally traded on a national securities exchange, in the table reporting composite transactions for such exchange) for such date or, if no shares of Stock were traded on that date, on the next preceding day on which there was such a trade. (h) "Offering Period" means the three-month period beginning on January 1, April 1, July 1, or October 1 of each year, with the first Offering Period to begin on the first such date after the Company's Stock is publicly traded on the Nasdaq National Market or a national securities exchange. (i) "Participant" means an employee of the Company or a Subsidiary who is participating in the Plan. (j) "Purchase Date" means the fifth business day after the end of each Offering Period. (k) "Purchase Right" means a Participant's option to purchase shares which is deemed to be outstanding during an Offering Period. A Purchase Right represents an "option" as such term is used under Section 423 of the Code. (l) "Stock" means the Company's Apollo Education Group Class A common stock, no par value per share, and such other securities as may be substituted or resubstituted for Stock under Section 4. (m) "Stock Account" means the account maintained on behalf of the Participant by the Custodian for the purpose of holding Stock acquired upon investment under the Plan. (n) "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. View More