Definitions

Definitions. Unless specifically stated otherwise, each capitalized term used herein shall have the meaning provided in Attachment A hereto.

Definitions. Each capitalized term used in this Security Agreement and not otherwise defined herein shall have the meaning assigned to it in the Credit Agreement and, in addition, the following terms shall have the meanings set forth below:

Definitions. Initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan and the Stockholder Agreement, and, as used herein, the following terms shall have the meanings set forth below: "Affiliated Fund" means with respect to any of the Investors, each corporation, trust, limited liability company, general or limited partnership or other entity under common control with that Investor (including any such entity with the same general partner or principal... investment advisor as that Investor or with a general partner or principal investment advisor that is an Investor Affiliate of the general partner or principal investment advisor of that Investor). "Change of Control" means the occurrence of any of the following: (1) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; (2) any consolidation or merger of the Company with or into any other corporation or other person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction, own capital stock and either: (i) represent directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction, or (ii) do not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction; or (3) any stock sale or other transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company's voting power is owned directly, or indirectly though one or more entities, by any person and its "affiliates" or "associates" (as such terms are defined in the rules adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), other than the Investors and their respective Affiliated Funds; but excluding, in any case referred to in clause (2) or (3) of this definition, the Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of the Initial Public Offering. "Initial Public Offering" means the initial public offering of the Company registered on Form S-1 (or any successor form under the Securities Act of 1933, as amended). "Investor Affiliate" shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. "Investors" means the Other Investors, Quadrangle Investors and THL Investors. "Other Investors" means SONJ Private Opportunities Fund, L.P. and its Investor Affiliates. "Person" shall mean any individual, partnership, corporation, association, trust, joint venture, unincorporated organization or other entity. "Quadrangle Investors" means Quadrangle Capital Partners II LP, Quadrangle Capital Partners II-A LP, Quadrangle Select Partners II LP, and their respective Investor Affiliates. "Qualified Employment" means Optionee's employment with the Company and its Affiliates. Unless the Administrator provides otherwise, a change in the entity by which the Optionee is employed will not be deemed a termination of Qualified Employment so long as the Optionee continues providing services as an employee to the Company or one of its Affiliates. For the avoidance of doubt, providing consulting services pursuant to the terms of Optionee's employment agreement shall not constitute Qualified Employment. If Optionee's relationship is with an Affiliate and that entity ceases to be an Affiliate, the Optionee will be deemed to cease Qualified Employment when the entity ceases to be an Affiliate unless the Optionee transfers Qualified Employment to the Company or its remaining Affiliates. "THL Investors" means Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (West), L.P., THL Coinvestment Partners, L.P., Putnam Investments Holdings, LLC, Putnam Investments Employees' Securities Company III LLC and their respective Investor Affiliates. View More

Definitions. Appointment of Rights Agent

Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2.

Definitions. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "Advice" shall have the meaning set forth in Section 6(d). "Effectiveness Date" means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar day following the date hereof (or, in the event of... a "full review" by the Commission, the 130th calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 90th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a "full review" by the Commission, the 130th calendar day following the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day. "Effectiveness Period" shall have the meaning set forth in Section 2(a). "Event" shall have the meaning set forth in Section 2(d). "Event Date" shall have the meaning set forth in Section 2(d). "Filing Date" means, with respect to the Initial Registration Statement required hereunder, the 45th calendar day following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities. "Holder" or "Holders" means the holder or holders, as the case may be, from time to time of Registrable Securities. "Indemnified Party" shall have the meaning set forth in Section 5(c). "Indemnifying Party" shall have the meaning set forth in Section 5(c). "Initial Registration Statement" means the initial Registration Statement filed pursuant to this Agreement. "Losses" shall have the meaning set forth in Section 5(a). "Plan of Distribution" shall have the meaning set forth in Section 2(a). "Prospectus" means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. "Registrable Securities" means, as of any date of determination, (a) all Shares, (b) all Warrant Shares then issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), and (c) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, (c) such securities become eligible for resale without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent (assuming that such securities were at no time held by any Affiliate of the Company, and all Warrants are exercised by "cashless exercise" as provided in Section 2(c) of each of the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company or (d) such securities may be resold under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent as reasonably determined by the Company (assuming that such securities were at no time held by any Affiliate of the Company, and all Warrants are exercised by "cashless exercise" as provided in Section 2(c) of each of the Warrants), upon the advice of counsel to the Company. 2 "Registration Statement" means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement. "Rule 415" means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. "Rule 424" means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. "Selling Stockholder Questionnaire" shall have the meaning set forth in Section 3(a). "SEC Guidance" means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act. View More

Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used but not defined in this Supplemental Indenture shall have the meanings assigned to them in the Indenture.

Definitions. All terms unless otherwise defined in this Agreement shall have the meanings assigned in the Uniform Commercial Code, as the same may be in effect in the State of New York, as amended from time to time ('UCC') and as assigned in the Replacement Credit Agreement dated December , 2011 between Pledgor and Bank.

Definitions. 1.1 Affiliate - Each subsidiary, joint venture or other entity in which WCI now has or hereafter has a direct or indirect controlling interest. 1.2 Retainer - Six Hundred Sixty Thousand Dollars ($660,000) per year, to be paid in equal monthly installments. 1.3 Board - the Board of Directors of WCI. 1.4 Cause (a) gross negligence or willful or criminal misconduct in the performance by Consultant of his duties and... responsibilities hereunder; or (b) negligence in the performance of his duties; or (c) conviction of Consultant of the commission of any act which is a felony. 1.5 Disabled - Consultant shall be deemed Disabled if he is unable to perform his duties hereunder for a period in excess of one hundred eighty (180) consecutive days, and in such case the date on which he shall be deemed Disabled shall be the 181st day. 1.6 Pre-Disability Period - A period beginning on the date when the Board determines, in good faith, that as a result of illness, impairment or other disability, Consultant is unable to perform substantially all of the material duties hereunder, and ending on the first to occur of (a) the 181st day after such date of determination (b) the date Consultant is Disabled (c) the date when a court or competent jurisdiction shall finally determine that Consultant is able to perform all of the duties hereunder and (d) the date that the Board determines that the Pre-Disability Period has ended. 1.7 Severance Payment - the net present value of the unpaid Retainer for the period from the date of termination under Section 4.1 to July 24, 2005 determined on the date of termination at a discount rate of eight percent (8%) per annum. 1.8 Term - a period beginning on the date hereof and ending on July 24, 2005. View More