Definitions

Definitions. For purposes of this Award Agreement, the following terms shall have the meanings indicated: (a) "Barrels of Oil Equivalents" or "BOEs" means barrels of oil equivalents for the Performance Period as set forth in the Financial Statements. (b) "BOE Goals" are as follows: BOE Entry Goal [ ] BOE BOE Target Goal [ ] BOE BOE Over Achievement Goal [ ] BOE (c) "Discretionary Cash Flow Per Share" or... "DSCF ps" means a financial measure (not recognized by United States generally accepted accounting principles) that is calculated for the Performance Period by adding the following to net income (loss) as stated in the Financial Statements: i. depletion, depreciation, and amortization; ii. accretion expenses on ARO; iii. non-cash compensation; iv. income (loss) attributable to minority interests; v. gain/loss on sale of assets; vi. impairment expense; vii. unrealized losses from derivatives; viii. income tax expense (benefit); and 1 ix. other non-cash expense items to net income at the Committee's discretion then dividing the resulting sum by the weighted average Shares (as determined on a fully diluted basis) of the Company that are outstanding during the Performance Period, in all cases, as determined in good faith by the Committee based on the Financial Statements. (d) "DSCF ps Goals" are as follows: DSCF ps Entry Goal [ ] DSCF ps DSCF ps Target Goal [ ] DSCF ps DSCF ps Over Achievement Goal [ ] DSCF ps (e) "Financial Statements" means the Company's audited financial statements for the Performance Period as filed with the Securities and Exchange Commission (or, for purposes of Sections 5(d) and 5(e), the Company's unaudited financial statements and records as determined in the good faith discretion of the Committee). (f) "Forfeiture Restrictions" shall mean any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Shares issued to the Recipient hereunder and the obligation to forfeit and surrender such shares to the Company. (g) "Performance Period" means the three-year period ended December 31, [ ] (or such shorter portion of that period for purposes of Sections 5(d) and 5(e)). (h) "Restricted Shares" shall mean the Shares that are subject to the Forfeiture Restrictions under this Award Agreement. Capitalized terms not otherwise defined in this Award Agreement shall have the meanings given to such terms in the Plan. View More

Definitions. The following definitions will apply for purposes of this Agreement. Capitalized terms not defined in the Agreement are used as defined in the Plan, including without limitation the following terms: "Affiliate"; "Committee"; and "Covered Transaction".

Definitions. Unless otherwise defined in this Amendment, terms used in this Amendment which are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement.

Definitions. Unless otherwise defined herein, terms defined in the Amended Loan Agreement shall have the same meaning when used herein.

Definitions. For purposes of this Agreement (including the Exhibits), capitalized terms will have the meanings set forth in Exhibit 1 or as otherwise defined herein or in other Exhibits.

Definitions. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Loan Agreement.

Definitions. Section 1.1 (Definitions) of the Loan Agreement is hereby amended as follows: (a) by deleting the reference to "$4,000,000" in clause (b)(x) of the definition of "Permitted Distribution" and substituting "$5,000,000" in lieu thereof. (b) by deleting the reference to "$15,000,000" in clause (b)(y) of the definition of "Permitted Distribution" and substituting "$20,000,000" in lieu thereof. (c) by adding the following new definitions in the appropriate alphabetical order: Amendment Effective Date... — November 20, 2007. View More

Definitions. The definitions and provisions contained in the Definitions (as such term is defined in the Master Confirmation) and in the Master Confirmation are incorporated into this Amendment. In the event of any inconsistency between those definitions and provisions and this Amendment, this Amendment will govern.

Definitions. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement unless the context otherwise requires.

Definitions. In this Agreement, unless expressly stated otherwise: (a) all capitalized terms used in this Agreement shall, unless otherwise specified in this Agreement, have the same meanings ascribed to them in the License Agreement; (b) the provisions under the headings of 'Insurance', 'Intellectual Property Rights', 'Compliance and Ethical Conduct' and 'Confidentiality and Limitation on Use' in the License Agreement shall also apply in this Agreement mutatis mutandis; (c) 'Agreement' means this document... and includes its recitals and Schedules and all Purchase Orders entered into by the Parties; (d) references to this Agreement or any other document include references to this Agreement or that document as varied, supplemented, or replaced from time to time; (e) references to days means calendar days. However, any right, duty or obligation in this Agreement that falls on a Saturday, Sunday, bank holiday or public holiday in the United States or Japan shall be deemed to fall on the immediately following business day; (f) headings are inserted for convenience only and shall be ignored in construing this Agreement; (g) references to the singular include the plural, and vice versa; (h) any phrase introduced by the terms 'include', 'includes', 'including', 'in particular' or any other similar expression (whether or not they are followed by 'without limitation' or the like) shall be construed as illustrative and does not limit the sense of the words preceding these terms; and (i) ambiguities, if any, in this Agreement will not be construed against either Party, irrespective of which Party may be deemed to have authored the ambiguous provision. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favour of or against either Party. View More