Definitions

Definitions. As used in this Agreement the capitalized terms shall have the respective meanings indicated on Schedule 1 attached hereto unless this Agreement otherwise requires.

Definitions. Affiliate Services mean the provision of standard incentive based affiliate services to a third-party entity or individual. Licensed Product means the executable object code of the CyberArts game(s) and corresponding software listed in Exhibit A. The Licensed Product includes, the Documentation, any other standard documentation and any standard modifications, updates, and upgrades to the Licensed Product. Client means the object code portion of the Licensed Product intended for distribution to... WPT's End-Users to enable the use of the Licensed Product games. End-User means an individual that WPT authorizes to use the Client to play the Licensed Product, subject to the terms of this Agreement. The Site means the WPT branded poker site and servers hosting the Licensed Product. WPT shall be responsible for operating the Site. Network Operations means any branding of the Licensed Product, the Client, and/or documentation with any name, logo, tag-line, or any other text or marking that a reasonable person would associate with any party except WPT or CyberArts, including but not limited to, the individual or entity subject to the Affiliate Services. Support and Maintenance Services means CyberArts' Licensed Product support provided under CyberArts' support and maintenance services policy attached hereto as Exhibit D, as amended from time-to-time. Public Software means any software within the Licensed Product that contains, or is derived (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models. View More

Definitions. As used in the Plan, the following definitions shall apply to the capitalized terms indicated below: (a) "Board" means the Board of Directors of the Company. (b) "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 Purchase Right 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 9. convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Committee" means a committee of one (1) or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c). (e) "Common Stock" means the common stock of the Company. (f) "Company" means Hansen Medical, Inc., a Delaware corporation. (g) "Contributions" means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account, if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions. (h) "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 sole 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) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or (iv) the consummation of 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. (i) "Director" means a member of the Board. (j) "Eligible Employee" means an Employee who meets the requirements set forth in the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan. (k) "Employee" means any person, including Officers and Directors, who is employed for purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an "Employee" for purposes of the Plan. (m) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (n) "Fair Market Value" means, as of any date, the value of the Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price (or closing bid if no sales were reported) on the last preceding date for which such quotation exists. (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith. (o) "IPO Date" means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering. (p) "Offering" means the grant of Purchase Rights to purchase shares of Common Stock under the Plan to Eligible Employees. (q) "Offering Date" means a date selected by the Board for an Offering to commence. (r) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (s) "Participant" means an Eligible Employee who holds an outstanding Purchase Right granted pursuant to the Plan. (t) "Plan" means this Hansen Medical, Inc. 2006 Employee Stock Purchase Plan. (u) "Purchase Date" means one or more dates during an Offering established by the Board on which Purchase Rights shall be exercised and as of which purchases of shares of Common Stock shall be carried out in accordance with such Offering. (v) "Purchase Period" means a period of time specified within an Offering beginning on the Offering Date or on the next day following a Purchase Date within an Offering and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods. View More

Definitions. (a) "AFFILIATE" of a specified PERSON means any other PERSON that directly or indirectly, through one or more intermediaries, CONTROLS, is CONTROLLED by or is under common CONTROL with the specified PERSON. For the purposes of this definition, "CONTROL," when used with respect to any specified PERSON, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such PERSON, whether through the ownership of voting securities, by... contract, or otherwise, and the terms "CONTROLLING" and "CONTROLLED" have correlative meanings; provided that, "CONTROL" shall be deemed to exist by virtue of the direct or indirect ownership of fifty percent (50%) or more of the equity securities of such specified PERSON. (b) "BANKING DAY" means a day on which commercial banks are open for domestic and foreign exchange business in New York and Houston. (c) "BUYER'S SUPPLIES" means the equipment or materials furnished and delivered to the SHIPYARD by BUYER at its costs for BUILDER to incorporate into the DRILLSHIP. (d) "CONTRACT" means the agreement of the parties set out in the Articles herein and the Annexes attached thereto. (e) "DEFAULT INTEREST RATE" means Three Months' LIBOR + 5% per annum. (f) "GOVERNMENTAL AUTHORITY" means (a) any domestic or foreign national, state, local, municipal, provisional other government, (b) any instrumentality, subdivision, department, ministry, board, court, governmental tribunal, regulatory or administrative agency, commission or other Governmental Authority, or instrumentality or political subdivision thereof or (c) any quasi-governmental or private authority or body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, taxing or other governmental functions or power. (g) "INTEREST RATE" means Three Months' LIBOR + 3% per annum. (h) "LAWS" means any and all applicable laws, statutes, rules, regulations, codes, ordinances, orders, decrees, requirements, judgments, permits, writs and injunctions of any GOVERNMENTAL AUTHORITY to which a specified PERSON or its assets is subject, in each case as amended and in effect from time to time. (i) "MODIFICATION" means any change in the original CONTRACT intention as deduced from this CONTRACT as a whole and shall include but is not restricted to:(1) a change or substitution in the character, quality or nature of equipment to be used in any part of the SPECIFICATIONS;2(2) a change in the levels, lines, positions and dimensions of any part of the SPECIFICATIONS; or(3) the omission, demolition of, or removal of any part of the WORKS no longer desired by BUYER or BUILDER. (j) "OPTION AGREEMENT" means that certain Amended and Restated Option Agreement dated as of even date herewith between Atwood Offshore Worldwide Limited, the BUYER's sole shareholder, and BUILDER. (k) "SECOND CONSTRUCTION CONTRACT" means that certain Contract for the Construction and Sale of Drillship dated October 15, 2011 between Alpha Achiever Company (f/k/a Alpha Eagle Company), as BUYER, and BUILDER. (l) "PC SUM" has the meaning set forth on Exhibit D attached hereto. (m) "PERSON" means any individual, corporation, association, partnership, joint venture, limited liability company, unincorporated organization, trust, estate, GOVERNMENTAL AUTHORITY or any other entity not a party to this CONTRACT. (n) "SPECIFICATIONS" means the H3614-FS-R0 dated 28 January 2011 and any additions or amendments thereto pursuant to the ORIGINAL CONSTRUCTION CONTRACT and as hereafter agreed between the parties, as modified by Exhibit E attached hereto. (o) "TURNKEY" means project management, supervision, skilled and unskilled labor, design, engineering, drawings, work procedures, materials, machinery, tools, working area, equipment, plant, consumables, facilities, classification and regulatory fees, design fees, licenses, permits, transportation, loading and offloading, in-yard movements, scheduling, procurement (not including BUYER'S SUPPLIES), fabrication, assembly, integration, quality control, inspection, mechanical completion, commissioning, tests and trials, and other obligations as are expressly stated as the responsibility of BUYER "or reasonably inferred" to complete the construction and DELIVERY of the DRILLSHIP except for items and obligations expressly stated as BUYER's responsibilities in this CONTRACT. (p) "UNIT 2" means the drillship being constructed pursuant to the terms of the SECOND CONSTRUCTION CONTRACT. (q) "WORKS" means all work necessary to fabricate, construct, launch, equip, complete and test the DRILLSHIP, in accordance with this CONTRACT and the SPECIFICATIONS, and to deliver the DRILLSHIP to BUYER free and clear of all liens, security, interests, claims and encumbrances afloat alongside the SHIPYARD. View More

Definitions. As used in this Agreement, unless the context requires a different meaning, the following terms shall have the meanings set forth herein: (a) "Board" shall mean the Board of Directors of the Corporation. (b) "Cause" shall mean any of the following: (i) an intentional unauthorized use or disclosure of the Corporation's confidential information or trade secrets, which use or disclosure causes material harm to the Corporation, (ii) a material breach of any agreement between Executive and the... Corporation, (iii) a material failure to comply with the Corporation's written policies or rules, (iv) conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof, (v) gross negligence or willful misconduct or (vi) a continued failure to perform assigned duties after receiving written notification of such failure from the Board. Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination and copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of those members of the Board who are not then employees of the Corporation at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive's counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive was guilty of the conduct set forth in the first sentence of this Section 1(b) and specifying the particulars thereof in detail. (c) "Change in Control" means the occurrence of any of the following events: (i) a transaction or series of transactions (other than an offering of the Corporation'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 Exchange Act (other than the Corporation, any of its subsidiaries, an employee benefit plan maintained by the Corporation 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 Corporation) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Corporation possessing more than 50% of the total combined voting power of the Corporation's securities outstanding immediately after such acquisition; or (ii) During any period of two consecutive years , individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Corporation to effect a transaction described in Section 1(c)(i) or Section 1(c)(iii)) whose election by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) The consummation by the Corporation (whether directly involving the Corporation or indirectly involving the Corporation 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 Corporation's assets in any single transaction or series of related transactions, in each case, other than a transaction: (A) Which results in the Corporation's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Corporation or the person that, as a result of the transaction, controls, directly or indirectly, the Corporation or owns, directly or indirectly, all or substantially all of the Corporation's assets or otherwise succeeds to the business of the Corporation (the Corporation 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)(iii)(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 Corporation prior to the consummation of the transaction. (d) "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (e) "COBRA Coverage" shall mean the coverage under the Corporation's medical, dental and/or vision benefit plans that Executive and/or Executive's eligible dependents participates following a termination of employment pursuant to COBRA. (f) "Code" shall mean the Internal Revenue Code of 1986, as amended. (g) "Covered Termination" shall mean (i) an Involuntary Termination Without Cause or (ii) a voluntary termination of employment by Executive for Good Reason, provided that in either case, the termination constitutes a Separation from Service. (h) "Date of Termination" shall mean (i) if Executive's employment is terminated due to Executive's death, the date of Executive's death; and (ii) if Executive's employment is terminated for any reason other than death, the date specified in the Notice of Termination. 2 (i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (j) "Good Reason" shall mean Executive's resignation due to any of the following events which occurs without Executive's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a material diminution of Executive's base salary, other than in connection with an across-the-board reduction in the compensation of the Company's senior management that does not disproportionately affect Executive, (ii) a material diminution of Executive's authority, duties or responsibilities, (iii) a requirement to report to anyone other than the Board except for a requirement to report to the Chief Executive Officer of a successor to the Corporation as a result of Executive's position as an officer of a subsidiary or division of a successor following a Change in Control, (iv) a material change in the geographic location at which Executive must perform services for the Corporation, or (v) any other action or inaction of the Corporation that constitutes a material breach of this Agreement or the letter agreement setting forth the terms and conditions of Executive's employment with the Corporation and entered into by and between Executive and the Corporation as of the Effective Date (each of (i), (ii), (iii), (iv) and (v) a "Good Reason Condition"). In order for Executive to resign for Good Reason, Executive must provide written notice to the Corporation of the existence of the Good Reason Condition within 90 days of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Corporation will be provided with a period of 30 days during which it may remedy the Good Reason Condition and not be required to provide for the payments and benefits described herein as a result of such proposed resignation due to the Good Reason Condition specified in the Notice of Termination. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, Executive may resign based on the Good Reason Condition specified in the Notice of Termination effective no later than 180 days following the initial existence of such Good Reason Condition. (k) "Involuntary Termination Without Cause" shall mean termination of Executive's employment by the Corporation other than for Cause. For purposes of this Agreement, an Involuntary Termination Without Cause shall only include a termination by the Corporation where the Executive was willing and able to continue performing services within the meaning of Treasury Regulation Section 1.409A-1(n)(1). (l) "Notice of Termination" shall mean a notice from Executive or the Corporation to the other party regarding the intent to terminate Executive's employment. To the extent applicable, the Notice of Termination shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated. (m) "Release" shall mean a release by Executive of all claims arising out of Executive's employment with the Corporation or the termination thereof, in a form reasonably acceptable to the Corporation. 3 (n) "Separation from Service" means Executive's termination of employment or service which constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h). View More

Definitions. (i) Unless otherwise defined in this Amendment, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Original Lease. References to this "Lease" shall mean the Original Lease, as amended by this Amendment, as the same may be further amended from time to time.

Definitions. In this Plan, except where the context otherwise indicates, the following definitions shall apply: 1.1. "1940 Act" means the Investment Company Act of 1940, as amended. 1.2. "Account" means a separate bookkeeping account maintained on behalf of each Participant. The value of a Participant's account as of any date on or before December 11, 2008, shall equal the product of (a) the Annual Board Fee in effect for such participant for such date and (b) the sum of (i) a whole number equal to the... number of full Years of Service accrued by such participant as of such date, and (ii) one (1). The value of a Participant's Account from December 12, 2008, forward shall be as follows: Neil Hahl $ 1,225,000 Philip R. Harper $ 1,225,000 Alvin N. Puryer $ 1,125,000 Mary C. Baskin $ 950,000 Kenneth D. Peterson, Jr. $ 891,667 John Koskinen $ 283,333 No interest or other earning shall be credited to Accounts under the Plan. 1.3. "Affiliate" means any corporation, partnership, business trust, limited liability company or other form of business organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which is owned by the Company, either directly or through one or more other Affiliates. 1.4. "Annual Board Fee" means for a Participant the annual board retainer fee as in effect on such Participant's Payment Event Date, and shall not include fees paid for meeting attendance or any additional retainers such as those paid to chairs of Board committees or to the lead director. 1.5. "Board" means the Board of Directors of the Company. 1.6. "Change of Control" means a change in ownership or effective control (within the meaning of Section 409A of the Code) of the Company. 1 As amended, December 11, 2008. 1.7. "Code" means the Internal Revenue Code of 1986, as amended. 1.8. "Committee" means the committee appointed by the Board to administer this Plan. Unless otherwise determined by the Board, the Compensation and Corporate Governance Committee of the Board shall be the Committee. 1.9. "Commencement Date" means the date on which an individual becomes an Eligible Individual. 1.10. "Company" means American Capital, Ltd., a Delaware corporation, and any successor thereto. 1.11. "Director" means a member of the Board. 1.12. "Disabled" means "disabled" within the meaning of Section 409A of the Code. 1.13. "Effective Date" means July 27, 2006. 1.14. "Eligible Individual" means any Director of the Company who is not "interested" as defined in the 1940 Act. 1.15. "Participant" means an Eligible Individual who has satisfied the requirements of Section 4 hereof. 1.16. "Payment Event Date" means for a Participant the earliest to occur of (a) the date of such Participant's Separation from Service, (b) the date of such Participant becoming Disabled, (c) the date of such Participant's death, or (d) the date of a Change of Control. 1.17. "Plan" means this American Capital, Ltd. Disinterested Director Retention Plan, as amended from time to time. 1.18. "Separation from Service" means a "separation from service" within the meaning of Section 409A of the Code. 1.19. "Year of Service" means for a Participant each one-year period commencing on a Participant's Commencement Date or anniversary thereof during which such Participant continues to be an Eligible Individual. View More

Definitions. For all purposes of and under this agreement, the following terms shall have the following respective meanings: (a) "Expiration Date" shall mean the earlier to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to its terms, or (ii) such date and time as the Merger shall become effective in accordance with the terms and conditions set forth in the Merger Agreement. (b) "Shares" shall mean: (i) all securities of Sipex (including all shares of... capital stock of Sipex and all options, warrants and other rights to acquire shares of capital stock of Sipex ) owned by the Stockholder as of the date of this Agreement, and (ii) all additional securities of Sipex (including all additional shares of capital stock of Sipex and all additional options, warrants and other rights to acquire shares of capital stock of Sipex ) of which the Stockholder acquires beneficial ownership during the period commencing with the execution and delivery of this Agreement until the Expiration Date. (c) "Transfer." A Person shall be deemed to have effected a "Transfer" of a security if such Person directly or indirectly (i) sells, pledges, encumbers, grants an option with respect to (including any short sale), establishes an open "put equivalent position" within the meaning of Rule 16a-h under the Exchange Act, transfers or otherwise disposes of such security or any interest therein, (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to (including any short sale), establishment of a "put equivalent position" with respect to, transfer of or other disposition of such security or any interest therein, or (iii) enters into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of any Shares, whether any such swap or transaction is to be settled by delivery of Shares or other securities, in cash or otherwise. View More

Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning given them in the Credit Agreement.

Definitions. Capitalized terms used but not herein shall be used herein as defined in the Credit Agreement.