Definitions

Definitions. The definition of "Debt" found in Section 1.1 of the Indenture shall be amended in its entirety with respect to any series of Securities issued subsequent to the date of this Second Supplemental Indenture, as follows: "Debt" means indebtedness of the Company or any Principal Subsidiary Bank representing money borrowed (which term shall include evidences of indebtedness representing extensions of credit whether or not representing obligations for money borrowed), except indebtedness owed to the... Company or any Principal Subsidiary Bank by any Subsidiary or owed to any Subsidiary by the Company or any Principal Subsidiary Bank, and shall include indebtedness of any other person for money borrowed when such indebtedness is guaranteed by the Company or any Principal Subsidiary Bank. Section 1.1 of the Indenture shall be amended with respect to any series of Securities issued subsequent to the date of this Second Supplemental Indenture to include the following definitions: "Principal Subsidiary Bank" means each of (i) Washington Mutual Bank, FA and (ii) any other Subsidiary Bank the consolidated assets of which constitute 20% or more of the consolidated assets of the Company and its Subsidiaries. "Subsidiary Bank" means any Subsidiary that is organized under the laws of the United States, any state of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands and either (1) accepts deposits that the depositor has a legal right to withdraw on demand and engages in the business of making loans or (ii) is a trust company. View More

Definitions. The following Terms and Conditions shall be used for purposes of administering Performance Units and Phantom Units granted to Employees under the Plan. The Committee has discretion to modify or deviate from the Terms and Conditions at any time. The defined terms shall have the meanings given those terms in the Plan or in these Terms and Conditions, if not defined in the Plan. (b) "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules under the Exchange Act.... (c) "AmeriGas" means AmeriGas Propane, Inc. (d) "APLP" means AmeriGas Partners, L.P. (e) "Code" means the Internal Revenue Code of 1986, as amended. (f) "Committee" means the Compensation/Pension Committee of the Board of Directors of AmeriGas. (g) "Common Unit" means a common unit of APLP. (h) "Disability" or "Disabled" means a long-term disability as determined under the long-term disability plan of AmeriGas, UGI or one of their Affiliates, which is applicable to the Participant. (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended. 1 (j) "Retirement" means the Participant's separation from employment upon or after attaining (i) age 55 with at least 10 years of service with AmeriGas or its Affiliates, or (ii) age 65 with at least 5 years of service with AmeriGas or its Affiliates. (k) "Severance Plan" means any severance plan maintained by AmeriGas, UGI or an Affiliate of AmeriGas or UGI, that is applicable to the Participant. (l) "UGI" means UGI Corporation. View More

Definitions. Capitalized terms used in this Agreement will have the meanings respectively ascribed to them in Schedule A hereto.

Definitions. All defined terms used herein that are not defined below in this Section 1 or elsewhere in this Agreement shall have the meanings given such terms in the APA.

Definitions. Unless otherwise provide herein, all defined terms used in this Amendment shall have the same meanings as set forth in the Agreement. The Agreement shall be amended to add the following new definitions: "1.18 "Customers" means research institutes, academic institutions, universities and other organizations of higher education, and/or hospitals that contract with Licensor for the manufacture of Licensed Products. In no event shall a Customer be (a) a for-profit entity or (b) a not-for-profit... foundation, such as the [*]. A Customer must own or control rights in the product, or use thereof, that it desires Licensor to manufacture and supply using the rights Licensor retains under the AAV License Agreement, which ownership or control may be evidenced solely from a filing of a patent application regarding such Licensed Product or its use. 1.19 "Educational and Research Purposes" means education and/or research activities which includes clinical trials up to or consisting of Phase II Clinical Trials. 1.20 "Funders" means not-for-profit organizations, including not-for-profit foundations such as the [*], and governmental entities such as the National Institutes of Health. 1.21 "Licensor" means Children's Hospital Research Foundation and Children's Hospital Inc. View More

Definitions. EXHIBITS Exhibit A — Description of Collateral Exhibit B — Payment/Advance Request Form Exhibit C — Form of Compliance Certificate

Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Stock Plan. In addition, as used herein: "Award LTIP Units" has the meaning set forth in Section 3. "Change of Control" means any of the following: (a) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 33% or more of either (A) the then-outstanding shares of common stock of the Company (the... "Outstanding Company Common Stock") or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change of Control; (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by 2 the Company or any affiliate of the Company or successor or (iv) any acquisition by any entity pursuant to a transaction that complies with (c)(i), (c)(ii) and (c)(iii) below; (b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets directly or through one or more subsidiaries ("Parent")) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 20% existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (d) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. 3 "Code" means the Internal Revenue Code of 1986, as amended. "Common Stock" means shares of the Company's common stock, par value $0.01 per share, either currently existing or authorized hereafter. "Continuous Service" means the continuous service to the Company or any Subsidiary or affiliate, without interruption or termination, in any capacity of employee, or, with the written consent of the Committee, consultant. Continuous Service shall not be considered interrupted in the case of (A) any approved leave of absence, (B) transfers among the Company and any Subsidiary or affiliate, or any successor, in any capacity of employee, or with the written consent of the Committee, consultant, or (C) any change in status as long as the individual remains in the service of the Company and any Subsidiary or affiliate in any capacity of employee, member of the Board or (if the Company specifically agrees in writing that the Continuous Service is not uninterrupted) a consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. "Disability" means (1) a "permanent and total disability" within the meaning of Section 22(e)(3) of the Code, or (2) the absence of the Grantee from his duties with the Company on a full-time basis for a period of nine months as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Grantee or his legal representative (such agreements as to acceptability not to be unreasonably withheld). For purposes of the definition of Disability "incapacity" shall be limited only to a condition that substantially prevents the Grantee from performing his or her duties. "Effective Date" means , . "Exchange Act" means the Securities Exchange Act of 1934, as amended. "LTIP Units" means units of limited partnership interest of the Partnership designated as "LTIP Units" in the Partnership Agreement having the rights, voting powers, restrictions, 4 limitations as to distributions, qualifications and terms and conditions of redemption set forth in the Partnership Agreement. "Partnership Agreement" means the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of March 16, 1994, among the Company, as general partner, and the limited partners who are parties thereto, as amended from time to time. "Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, other entity or "group" (as defined in the Exchange Act). "Qualified Termination" means a termination of the Grantee's employment as a result of the Grantee's death or Disability. "Service Agreement" means, as of a particular date, any employment, consulting or similar service agreement, including, without limitation, management continuity agreement, then in effect between the Grantee, on the one hand, and the Company or one of its affiliates, on the other hand, as amended or supplemented through such date. "Units" means Partnership Units (as defined in the Partnership Agreement) that are outstanding or are issuable upon the conversion, exercise, exchange or redemption of any securities of any kind convertible, exercisable, exchangeable or redeemable for Partnership Units. "Vesting Date" means each of the vesting dates set forth in Section 4. "Vesting Schedule" means the vesting schedule set forth in Section 4. View More

Definitions. In this Amendment, the capitalized terms possess the meanings provided in the Share Sale Agreement, unless this Amendment expressly provides to the contrary.

Definitions. (a) "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. (b) "Board" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Committee" means a Committee appointed by the Board in accordance with subsection 3(c). (e) "Common Stock" means the common stock of the Company. (f) "Company" means... Nektar Therapeutics, a Delaware corporation. (g) "Consultant" means any person, including an advisor, (1) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (2) who is a member of the Board of Directors of an Affiliate. However, the term "Consultant" shall not include either Directors of the Company who are not compensated by the Company for their services as Directors or Directors of the Company who are merely paid a director's fee by the Company for their services as Directors. (h) "Continuous Service" means that the Participant's service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participant's Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant's Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director of the Company will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. (i) "Covered Employee" means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. (j) "Director" means a member of the Board of Directors of the Company. (k) "Disability" means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. View More

Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plans. In the event of any inconsistency, the terms of the most recent Plan will govern. In addition, as used herein: "Additional Common Shares" shall mean any Common Shares issued by the Company after the date hereof other than pursuant to employee compensation arrangements, including any equity-based award plan. "Award Pool" shall mean an amount equal to the product (the "Product") of... (i) seven and one-half percent (7.5%) multiplied by (ii) the product of (A) the amount by which Total Per Common Share Return to Shareholders exceeds the Minimum Per Common Share Performance Return times (B) the number of Weighted Average Outstanding Shares; provided, however, that if during the relevant Measurement Period the Company issues Additional Common Shares in one or more issuances, then the Award Pool shall mean an amount equal to the sum of (i) the Product plus (ii) the product of (A) seven and one-half percent (7.5%) multiplied by (B) the product of (a) the amount by which Total Per Common Share Return to Subsequent Shareholders relating to each such issuance exceeds the Minimum Per Common Share Subsequent Performance Return relating to such issuance times (b) the number of Common Shares in such issuance; and provided further, that if Total Per Common Share Return to Shareholders does not exceed the Minimum Per Common Share Performance Return and Total Per Common Share Return to Subsequent Shareholders does not exceed the Minimum Per Common Share Subsequent Performance Return, then the Award Pool shall be zero; and provided further, that (i) prior to November 30, 2008, if the Award Pool would otherwise equal or exceed the Maximum Award Pool, then the Award Pool shall be $20,000,000, (ii) on and after November 30, 2008 but prior to November 30, 2009, if the Award Pool would otherwise equal or exceed the Maximum Award Pool, then the Award Pool shall be $40,000,000 less the total Award Value of all Awards previously awarded pursuant to the Program, and (iii) on and after November 30, 2009 but prior to the First Measurement Date, if the Award Pool would otherwise equal or exceed the Maximum Award Pool, then the Award Pool shall be $60,000,000 less the total Award Value of all Awards previously awarded pursuant to the Program; and provided further, that on each Valuation Date occurring on and after the First Measurement Date, the Award Pool shall be reduced by the total Award Value of all Awards previously awarded pursuant to the Program; and provided further that in no event shall the Award Pool on and after the First Measurement Date exceed the Maximum Award Pool. "Award Shares" shall mean the Common Shares issued by the Company in payment of the Awards. "Award Value" shall mean the value, calculated as of the relevant Valuation Date, of the Award Shares. "Cause" shall mean (i) a Grantee's fraud, commission of a felony or an act or series of acts which result in material injury to the business reputation of the Company, commission of an act or series of repeated acts of dishonesty which are materially inimical to the best interests of the Company, or a Grantee's willful and repeated failure to perform his or her duties as an employee of the Company, which failure has not been cured within fifteen (15) days after the Company gives notice thereof to such Grantee; or (ii) a Grantee's material breach of any provision of his or her employment agreement, if any, or of such Grantee's Award Agreement or of this Program, which breach has not been cured in all substantial respects within ten (10) days after the Company gives notice thereof to such Grantee. "Change in Control" shall mean the occurrence of any of the following: (i) the business day immediately preceding the day on which a consolidation or merger in which the Company is not the surviving corporation, the sale of substantially all of the assets of the Company, or the liquidation or dissolution of the Company is scheduled to occur; provided, however, that prior to such business day (A) the shareholders of the Company shall have approved such consolidation, merger, sale, liquidation or dissolution and (B) there shall not exist on such business day any fact or circumstance that shall make it reasonably unlikely that such closing shall not occur as scheduled; or (ii) any person or other entity (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) becomes the beneficial owner of securities of the Company representing 51% or more of the voting power of the Company's outstanding securities; or (iii) during any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board, unless the election or the nomination for election of each new director is approved by at least two-thirds of the directors then still in office who were directors at the beginning of that period. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Common Share" shall mean a common share, without par value, of the Company. "Disabled" shall be a Grantee's permanent disability and deemed to have occurred after one hundred twenty (120) days in the aggregate during any consecutive twelve (12) month period, or after ninety (90) consecutive days, during which one hundred twenty (120) or ninety (90) days, as the case may be, such Grantee, by reason of his or her physical or mental disability or illness, shall have been unable to discharge his or her duties as an employee of the Company. The date of disability shall be such one hundred twentieth (120th) or ninetieth (90th) day, as the case may be. In the event either the Company or a Grantee, after receipt of notice of such Grantee's disability from the other, dispute that such Grantee's permanent disability shall have occurred, such Grantee shall promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Cleveland, Ohio area and, unless such physician shall issue his or her written statement to the effect that in his or her opinion, based on his or her diagnosis, such Grantee is capable of resuming his or her employment and devoting his or her full time and energy to discharging his or her duties within thirty (30) days after the date of such statement, such permanent disability shall be deemed to have occurred. "Effective Date" shall mean December 1, 2007; provided, however, that with respect to the issuance of any Additional Common Shares, the Effective Date shall mean the date on which such Additional Common Shares shall be issued. "Equivalent Amount of Cash" shall mean an amount of cash equal to the Award Value. "Final Measurement Date" shall mean November 30, 2012. "Final Vesting Date" shall mean December 15, 2012. "First Measurement Date" shall mean November 30, 2010. "Maximum Award Pool" shall mean on any Valuation Date (i) the product of (A) one and one-half percent (1.5%) times (B) the Share Price on such Valuation Date times (C) the number of outstanding Common Shares on such Valuation Date determined on a fully diluted basis on a Funds From Operations basis minus (ii) the total Award Value of all Awards, if any, previously awarded pursuant to this Program. "Measurement Period" shall mean each period commencing on the Effective Date and ending on a Valuation Date. "Minimum Per Common Share Performance Return" means the greater of (i) an amount equal to a deemed increase in Share Price, including the sum of all cash dividends paid on a Common Share during the Measurement Period with each such dividend deemed reinvested, on the ex-dividend date for the dividend, in a fractional Common Share and at the opening price of a Common Share on such ex-dividend date, from the Effective Date through the end of the Measurement Period that equates to a 9% annual rate compounded as of the last day of each November during the Measurement Period and (ii) an amount equal to a deemed increase in Share Price, including the sum of all cash dividends paid on a Common Share during the Measurement Period with each such dividend deemed reinvested, on the ex-dividend date for the dividend, in a fractional Common Share and at the opening price of a Common Share on such ex-dividend date, from the Effective Date through the end of the Measurement Period that equates to a rate equal to the total return of the REIT Index (expressed as a percentage) during the Measurement Period (i.e., Share Price determined as of the Effective Date times the percentage increase in such index (if any) during such Measurement Period). "Minimum Per Common Share Subsequent Performance Return" means the greater of (i) an amount equal to a deemed increase in Share Price of an Additional Common Share issued during a Measurement Period, including the sum of all cash dividends paid on an Additional Common Share during the Measurement Period with each such dividend deemed reinvested, on the ex-dividend date for the dividend, in a fractional Common Share and at the opening price of a Common Share on such ex-dividend date, from the Effective Date through the end of the Measurement Period that equates to a 9% annual rate compounded as of the last day of each November during the Measurement Period and (ii) an amount equal to a deemed increase in Share Price of an Additional Common Share issued during a Measurement Period, including the sum of all cash dividends paid on an Additional Common Share during the Measurement Period with each such dividend deemed reinvested, on the ex-dividend date for the dividend, in a fractional Common Share and at the opening price of a Common Share on such ex-dividend date, from the Effective Date through the end of the Measurement Period that equates to a rate equal to the total return of the REIT Index (expressed as a percentage) during the Measurement Period (i.e., Share Price determined as of the Effective Date times the percentage increase in such index (if any) during such Measurement Period). "Plan Year" shall mean each period of twelve consecutive months during the Measurement Period starting on December 1st and ending on November 30th. "REIT Index" means the FTSE NAREIT Equity Index (Total Index that includes reinvested dividends) or, in the event such index shall cease to be published, such other index as the Committee shall determine to be comparable thereto. "Second Measurement Date" shall mean November 30, 2011. "Share Price" shall mean the greater of (i) the average closing price of a Common Share as reported on the New York Stock Exchange over the 20 trading days ending on the relevant Valuation Date and (ii) the closing price of a Common Share as reported on the New York Stock Exchange on the trading day immediately preceding the relevant Valuation Date; provided, however, that for purposes of a Valuation Date that is the date of a Change in Control, Share Price shall mean the final price per Common Share agreed upon by the parties to the Change in Control. "Total Per Common Share Return to Shareholders" shall mean the total per Common Share return during a Measurement Period. Total Per Common Share Return to Shareholders shall be equal to (i) (A) the Share Price determined as of the last day of a Measurement Period plus (B) the sum of all cash dividends paid on a Common Share during such Measurement Period with each such dividend deemed reinvested, on the ex-dividend date for the dividend, in a fractional Common Share and at the opening price of a Common Share on such ex-dividend date, minus (ii) the Share Price on the Effective Date. "Total Per Common Share Return to Subsequent Shareholders" shall mean the total per Common Share return with respect to an Additional Common Share issued during a Measurement Period. Total Per Common Share Return to Subsequent Shareholders shall be equal to (i) (A) the Share Price determined as of the last day of a Measurement Period plus (B) the sum of all cash dividends paid on an Additional Common Share during such Measurement Period with each such dividend deemed reinvested, on the ex-dividend date for the dividend, in a fractional Common Share and at the opening price of a Common Share on such ex-dividend date, minus (ii) the Share Price on the Effective Date. "Valuation Date" shall mean each of (i) prior to the First Measurement Date, the earlier of (A) the last day of any thirty consecutive calendar day period during which, on each day in that period, the Award Pool would have equaled the Maximum Award Pool, provided, however, that there shall be no more than one Valuation Date determined pursuant to this clause (A) in any Plan Year, and (B) the date on which a Change in Control occurs, (ii) the First Measurement Date, (iii) after the First Measurement Date to and including the Second Measurement Date, the earlier of (C) the Second Measurement Date and (D) the date on which a Change in Control occurs, and (iv) after the Second Measurement Date, the earlier of (E) the Final Measurement Date and (F) the date on which a Change in Control occurs. "Vesting Date(s)" shall mean (i) if a Valuation Date shall be determined other than by reference to a Change in Control, then each December 15th succeeding such Valuation Date to and including the Final Vesting Date and (ii) if the Valuation Date shall be the date on which a Change in Control occurs, the Valuation Date. "Weighted Average Outstanding Shares" means the weighted average of the Common Shares (excluding any Additional Common Shares) outstanding during a Measurement Period, calculated on a fully diluted basis on a Funds From Operations basis as of the last day of such Measurement Period. View More