Definitions

Definitions. Unless otherwise defined herein, terms defined in the SPA and used herein shall have the meanings given to them in the SPA and the Security Agreement.

Definitions. The following terms, when used in this Agreement (including when used in the above recitals), shall have the following meanings:

Definitions. "Business Day" means any day other than Saturday, Sunday or a day on which chartered banks are closed for business in New York, New York. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity and a governmental entity or any department, agency or political subdivision thereof. "Qualified Public Offering" means a firm commitment... underwritten public offering of the Company's common stock at a price not less than $0.85 per share (subject to appropriate adjustment for stock splits, combinations and other similar recapitalizations affecting the Company's common stock) resulting in at least $20 million of proceeds, net of the underwriting discount and commission, to the Company. "Registrable Securities" means (i) the Conversion Shares issued or issuable upon conversion of the Series C Preferred Stock, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants, (iii) the Selling Agent Warrant Shares issued or issuable upon exercise of the Selling Agent Warrants, (iv) the Phoenix Warrant Shares issued or issuable upon exercise of the Phoenix Warrants, (v) the LMG Warrant Shares issued or issuable upon exercise of the LMG Warrants, and (vi) any share capital of the Company issued or issuable with respect to the Conversion Shares, the Warrant Shares, the Selling Agent Warrant Shares, the Phoenix Warrant Shares or the LMG Warrant Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event; provided, that such securities will not be deemed to be "Registrable Securities" when (a) a registration statement with respect to the sale of such securities has become effective under the Securities Act and such securities have been disposed of in accordance with such registration statement, (b) such securities have been sold to the public pursuant to Rule 144, (c) such securities may be sold to the public pursuant to Rule 144(k), or (d) such securities have ceased to be outstanding. 7 "Registration Statement" means a registration statement or registration statements of the Company filed under the Securities Act covering Registrable Securities. "Securities Act" means the Securities Act of 1933, as amended, or any successor federal law then in force, together with all rules and regulations promulgated thereunder. "Seller" means a holder of Registrable Securities whose such Registrable Securities are included in any Registration Statement. "Selling Agents" means Legend Merchant Group, Andrew Garrett, Inc., John Thomas Financial and McKyle Clyburn and their respective successors and assigns. View More

Definitions. DCT Industrial Trust Inc. (f/k/a Dividend Capital Trust Inc.), a Maryland corporation, wishes to attract key employees, Directors, consultants and advisors to the Company and Subsidiaries and induce key employees, Directors, consultants and advisors to remain with the Company and Subsidiaries, and encourage them to increase their efforts to make the Company's business more successful whether directly or through Subsidiaries. In furtherance thereof, the DCT Industrial Trust Inc. 2006 Long-Term... Incentive Plan is designed to provide equity-based incentives to key employees, Directors, consultants and advisors of the Company and Subsidiaries. Awards under the Plan may be made to selected key employees, Directors, consultants and advisors of the Company and Subsidiaries in the form of Options (including Stock Appreciation Rights), Restricted Stock, Phantom Shares, Dividend Equivalent Rights or other forms of equity-based compensation. View More

Definitions. Unless otherwise defined in this Amendment, all defined terms shall have the same meaning as set forth in the Agreement.

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.