Definitions

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

Definitions. The definitions set forth in Section 1.1 of the SPA are hereby adopted and incorporated herein by this reference, except to the extent any of such terms are otherwise defined herein.

Definitions. Capitalized terms not defined herein shall have the meanings given to such terms in the Indenture.

Definitions. (a) Section 1.02 is hereby amended by inserting the following definitions in sequential alphabetical order: '2011 Senior Notes' has the meaning assigned in Recital B of the Third Amendment 'Initial Intercompany Note' has the meaning assigned in Recital C of the Third Amendment 'Intercompany Notes' has the meaning assigned in Recital C of the Third Amendment 'Third Amendment' shall mean that certain Third Amendment to Amended and Restated Credit Agreement, dated as of January... 10, 2012. (b) Section 1.02 is hereby amended by amending and restating the following definitions: 'Indenture' has the meaning assigned in Recital B of the Third Amendment. 'Restricted Payment' means (i) any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any of its Subsidiaries or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any of its Subsidiaries, (ii) any payment, prepayment or redemption of the Debt outstanding (including interest and fees) under the Second Lien Term Loan Agreement, (iii) any payment, prepayment or redemption of the Debt outstanding (including interest and fees) pursuant to the Senior Notes; and (iv) any payment, prepayment or redemption of the Debt outstanding (including interest and fees) under the Intercompany Notes. 'Subordinated Parent Debt' means intercompany Debt between the Borrower and the Parent (i) that by its terms does not allow the Parent to ask for, sue for, take, demand or accept from the Borrower by set-off or in any other manner any payment of principal or interest until the termination of the Commitments, no Letter of Credit is outstanding and all Swap Agreements secured by the Loan Documents shall be terminated and which is subject to a subordination agreement among the Parent, the Borrower, the Administrative Agent and the Second Lien Agent or (ii) under the Intercompany Notes with an aggregate principal amount of no more than $650,000,000 outstanding at any time. View More

Definitions. (a) Section 1.02 is hereby amended by inserting the following definitions in the appropriate alphabetical order: 'Fifth Amendment' shall mean that certain Fifth Amendment to Amended and Restated Credit Agreement, dated as of May 11, 2012. (b) Section 1.02 is hereby amended by amending and restating the following definition as follows: 'Intercompany Notes' means the Initial Intercompany Note and any additional promissory notes payable by the Borrower to the Parent, in form and substance... satisfactory to the Administrative Agent. 'Subordinated Parent Debt' means intercompany Debt between the Borrower and the Parent (i) that by its terms does not allow the Parent to ask for, sue for, take, demand or accept from the Borrower by set-off or in any other manner any payment of principal or interest until the termination of the Commitments, no Letter of Credit is outstanding and all Swap Agreements secured by the Loan Documents shall be terminated and which is subject to a subordination agreement among the Parent, the Borrower, the Administrative Agent and the Second Lien Agent or (ii) under the Intercompany Notes with an aggregate principal amount of no more than $850,000,000 outstanding at any time. (c) The definition of 'Senior Notes' in Section 1.02 is hereby amended by amending and restating the first clause thereof as follows: 'Senior Notes' means Debt in respect of senior unsecured notes (issued under an indenture) issued by the Borrower from time to time (including guarantees thereof by the Guarantors), or issued by the Parent from time to time and guaranteed by the Borrower, that complies with all of the following requirements:' View More

Definitions. Section 1.02 is hereby amended by amending and restating subsection (h) of the definition of ‘Senior Notes' as follows: "‘(h)' the principal amount of the first issuance of any Senior Notes shall be in an amount sufficient to pay in full the obligations outstanding under the Second Lien Term Loan Agreement or the Bridge Loan, whichever is outstanding; and"