Definitions

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: "Action" has the meaning in Section 6(c) hereof. "Affiliate" has the meaning set forth in Rule 405 under the Securities Act. "Blue Sky Application" has the meaning in Section 6(a) hereof. "Broker-Dealer" means any broker or dealer registered under the Exchange Act. "Business Day" means a day other than a Saturday or Sunday or any federal holiday in the United States or any holiday in the Province... of British Columbia, Canada. "Closing" has the meaning set forth in the Purchase Agreement. "Closing Date" has the meaning set forth in the Purchase Agreement. "Commission" means the Securities and Exchange Commission. "Company" has the meaning set forth in the preamble hereto. "Effectiveness Deadline" has the meaning in Section 2(a) hereof. "Effectiveness Period" has the meaning in Section 2(b) hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Filing Deadline" has the meaning in Section 2(a) hereof. "Holder" means a Person who owns, beneficially or of record, Transfer Restricted Securities. "Indemnified Holder" has the meaning in Section 6(a) hereof. "Lock-Up Agreement" means the lock-up agreement in respect of the Transferred Restricted Securities entered into (or to be entered into) among the Holders, and/or one or more underwriters as provided for and pursuant to the terms of the Purchase Agreement. "NASD" means National Association of Securities Dealers, Inc. "Notice and Questionnaire" means the Selling Securityholder Notice and Questionnaire in substantially the form attached as Exhibit A hereto. "Person" means an individual, partnership, limited liability company, corporation, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof. "Prime Rate" means the prime rate of interest charged by Royal Bank of Canada to its most creditworthy customers for U.S. dollar or commercial loans at its main branch in Vancouver, British Columbia, from time to time. "Prospectus" means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. "Purchase Agreement" has the meaning set forth in the preamble hereto. "Rule 144" means Rule 144 under the Securities Act (or any successor provision), as it may be amended from time to time. "Rule 144A" means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time. "Securities Act" means the Securities Act of 1933, as amended. "Shelf Registration Statement" has the meaning in Section 2(a) hereof. "Suspension Period" has the meaning in Section 4(b) hereof. "Transfer Restricted Securities" means each Share of Beneficial Interest until the earliest to occur of: (a) the date on which such Share of Beneficial Interest has been effectively registered for resale under the Securities Act and disposed of in accordance with the Shelf Registration Statement; (b) the date on which such Share of Beneficial Interest (A) has been transferred in compliance with Rule 144(k) were it not held by an affiliate of the Company or (B) may be sold or transferred pursuant to Rule 144(k) were it not held by an affiliate of the Company (or any other similar provision then in force); and (c) the date on which such Share of Beneficial Interest ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise). "Underwritten Registration" or "Underwritten Offering" means a registration in which securities of the Company are sold to an underwriter for reoffering to the public. View More

Definitions. As used in this Agreement:

Definitions. As used in this Agreement: 1.1 "ASSISTANCE" shall mean installation, conversion planning, conversion, consulting assistance, workshops, training or education classes performed by RMSS, or other functions mutually agreed to be "Assistance" by Licensee and RMSS. 1.2 "BASE MODIFICATION" shall mean any Modification which RMSS, in its sole discretion, has incorporated into the base version of the RMSS Software which RMSS makes available to... itself and other subsidiaries of Fidelity National Financial, Inc. ("FNF"). 1.3 "COMPETITOR" shall mean a natural or legal person offering a product that competes with RMSS Software. 1.4 "CUSTOM MODIFICATION" shall mean any Modification to the RMSS Software other than a Base Modification. 1.5 "DAYS" shall mean calendar days, unless otherwise specified. 1.6 "DEFECT" shall mean any failure, malfunction, defect or non-conformity in the RMSS Software that prevents the RMSS Software in any material respect from operating and performing in accordance with the Documentation. 1.7 "DOCUMENTATION" shall mean RMSS's standard operating instructions relating to the RMSS Software, consisting of one copy of the object code form of the RMSS Software; a copy of manuals consisting of instructions and procedures for systems and operations personnel and end users of RMSS Software, if any, and related documentation, if any. RMSS will deliver the Documentation to Licensee in paper form, on CD ROM or electronically, at RMSS's discretion (except that RMSS Software shall be delivered on machine readable media). Licensee acknowledges that not all items of Documentation are available in all forms of media. RMSS shall have the right to change the medium upon which the Documentation is delivered to Licensee without notice to Licensee. Upon electronic delivery of Documentation, any obligation of RMSS to deliver multiple numbers of copies of such Documentation to Licensee shall have no further force or effect. 1.8 "ESCALATION PROCEDURES" shall mean the procedures set forth in Section 11.2 of this Agreement. 1.9 "INSTALLATION SITE" shall mean the location at which the RMSS Software is installed and which is owned or controlled by Licensee, or a Licensee contractor (who is not a Competitor and who has executed a nondisclosure agreement consistent with the terms of this Agreement) providing use of systems to Licensee, and which is located in the United States. The initial Installation Site address is listed in Section 2 of Exhibit A. Licensee may update the list of Installation Sites from time to time upon thirty (30) Days prior written notice to RMSS. 1.10 "LICENSEE SERVER SOFTWARE" shall mean those client-server based applications set forth in Section 1.3 of Exhibit A hereto. 1.11 "MAINTENANCE" shall mean the services described in Exhibit B hereto. 1.12 "MAINTENANCE RELEASE" shall mean the current Release of the RMSS Software and the immediately prior Release (provided that such Releases have been made available to Licensee), and shall also include, at any given time, each Release delivered to Licensee within the prior two years. 1.13 "MODIFICATION" shall mean any customization, enhancement, modification or change made to the RMSS Software authored by or for RMSS under this Agreement. 1.14 "PC SOFTWARE" shall mean those personal computer-based applications developed by RMSS that are set forth in Section 1.2 of Exhibit A. 1.15 "PROPRIETARY INFORMATION" shall mean all information disclosed by or for Licensee or RMSS to the other during the negotiations hereof and/or learned by reason of the relationship established hereunder or, pursuant hereto, including, without limitation, the RMSS Software, Documentation, Releases, Modifications and all information, data and designs related thereto. Information relating to each party's business, plans, affiliates or customers shall also be deemed "Proprietary Information" for purposes of the Agreement. "Proprietary Information" shall also include all "non-public personal information" as defined in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section 6801, et seq.) and the implementing regulations thereunder (collectively, the "GLB Act"), as the same may be amended from time to time, that RMSS receives from or at the direction of Licensee and that concerns any of Licensee's "customers" and/or "consumers" (as defined in the GLB Act). 1.16 "RELEASE" shall mean the Base Modifications, and other new versions, corrections, revisions, updates, modifications and enhancements to the RMSS Software and related Documentation. 2 1.17 "SERVER" shall mean a logical server that may include one (1) or more physical servers. 1.18 "SUBSIDIARY" shall mean any majority-owned or otherwise controlled, direct or indirect subsidiary. 1.19 "RMSS SOFTWARE" shall mean the object code and/or Source Code of any program or part of a program as described in Exhibit A licensed hereunder to Licensee but including in all events a product known between the parties as SIMON. RMSS Software includes all Base Modifications, all Modifications authored by or for RMSS, and all Releases issued during the term of Maintenance under this Agreement. 1.20 "SOURCE CODE" of RMSS Software shall mean a copy of the source code (or comparable high level coding) for the RMSS Software, if and to the extent RMSS has or retains any such code, including any annotations therein, certified by RMSS to Licensee, upon delivery to Licensee, as an accurate copy of such source code for RMSS Software as RMSS has in its possession. 1.21 "THIRD PARTY SOFTWARE" shall mean those third party applications provided by RMSS that are set forth in Section 1.4 of Exhibit A. 1.22 "USE LIMITATIONS" shall mean the use by Licensee of the Licensee Server Software in total on no more than the number of Servers licensed herein. View More

Definitions. As used in this Agreement: 1.1 "ASSISTANCE" shall mean installation, conversion planning, conversion, consulting assistance, workshops, training or education classes performed by SoftPro, or other functions mutually agreed to be "Assistance" by Client and SoftPro. 1.2 "BASE MODIFICATION" shall mean any Modification which SoftPro, in its sole discretion, has incorporated into the base version of the... SoftPro Software which SoftPro makes generally available to its customers. 1.3 "CLIENT SERVER SOFTWARE" shall mean those client-server based applications set forth in Section 1.3 of Exhibit A hereto. 1.4 "COMPETITOR" shall mean a natural or legal person offering a product that competes with SoftPro Software. 1.5 "CUSTOM MODIFICATION" shall mean any Modification to the SoftPro Software other than a Base Modification. 1.6 "DAYS" shall mean calendar days, unless otherwise specified. 1.7 "DEFECT" shall mean any failure, malfunction, defect or non-conformity in the SoftPro Software that prevents the SoftPro Software in any material respect from operating and performing in accordance with the Documentation. 1.8 "DOCUMENTATION" shall mean SoftPro's standard operating instructions relating to the SoftPro Software, consisting of one copy of the object code form of the SoftPro Software; a copy of manuals consisting of instructions and procedures for systems and operations personnel and end users of SoftPro Software, and related documentation which SoftPro makes available to its customers in general. SoftPro will deliver the Documentation to Client in paper form, on CD ROM or electronically, at SoftPro's discretion and in accordance with SoftPro's then-current practices for such delivery (except that SoftPro Software shall be delivered on machine readable media). Client acknowledges that not all items of Documentation are available in all forms of media. SoftPro shall have the right to change the medium upon which the Documentation is delivered to Client without notice to Client. Upon electronic delivery of Documentation, any obligation of SoftPro to deliver multiple numbers of copies of such Documentation to Client shall have no further force or effect. 1.9 "ESCALATION PROCEDURES" shall mean the procedures set forth in Section 10.3 of this Agreement. 1.10 "INSTALLATION SITE" shall mean each location at which the SoftPro Software is installed and which is either (i) owned or controlled by Client, (ii) owned or controlled by one or more subsidiaries of FIS that are involved in the operation of 2 the LSI business for FIS, or (iii) owned or controlled by a Client contractor (who is not a Competitor and who has executed a nondisclosure agreement consistent with the terms of this Agreement) providing use of systems to Client, and which is located in the United States. The initial Installation Site address is listed in Section 2 of Exhibit A. Client may update the list of Installation Sites from time to time upon thirty (30) Days prior written notice to SoftPro. 1.11 "MAINTENANCE" shall mean the services described in Exhibit B hereto. 1.12 "MAINTENANCE RELEASE" shall mean the current Release of the SoftPro Software and the immediately prior Release (provided that such Releases have been made available to Client), and shall also include, at any given time, each Release delivered to Client within the prior two years. 1.13 "MODIFICATION" shall mean any customization, enhancement, modification or change made to the SoftPro Software authored by or for SoftPro under this Agreement. 1.14 "MSA" shall mean the Master Information Technology Services Agreement by and between Fidelity Information Services, Inc. and Fidelity National Title Group, Inc. entered into as of the date hereof, as amended, supplemented or modified from time to time. 1.15 "PC SOFTWARE" shall mean those personal computer-based applications developed by SoftPro that are set forth in Section 1.2 of Exhibit A. 1.16 "PROPRIETARY INFORMATION" shall mean all information disclosed by or for Client or SoftPro to the other during the negotiations hereof and/or learned by reason of the relationship established hereunder or pursuant hereto, including, without limitation, the SoftPro Software, Documentation, Releases, Modifications and all information, data and designs related thereto. Information relating to each party's business, plans, affiliates or customers shall also be deemed "Proprietary Information" for purposes of the Agreement. "Proprietary Information" shall also include all "non-public personal information" as defined in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section 6801, et seq.) and the implementing regulations thereunder (collectively, the "GLB Act"), as the same may be amended from time to time, that SoftPro receives from or at the direction of Client and that concerns any of Client's "customers" and/or "consumers" (as defined in the GLB Act). 1.17 "RELEASE" shall mean the Base Modifications, and other new versions, corrections, revisions, updates, modifications and enhancements to the SoftPro Software and related Documentation that SoftPro makes commercially available, without additional charge, to licensees of the SoftPro Software to which SoftPro is providing Maintenance. A Release does not include any new or replacement products. 3 1.18 "SERVER" shall mean a logical server that may include one (1) or more physical servers. 1.19 "SOFTPRO AFFILIATE" shall mean any majority-owned, direct or indirect subsidiary of SoftPro, as from time to time constituted. 1.20 "SOFTPRO SOFTWARE" shall mean the object code and/or Source Code of any program or part of a program as described in Exhibit A licensed hereunder to Client. SoftPro Software includes all Base Modifications, all Modifications authored by or for SoftPro, and all Releases issued during the term of Maintenance under this Agreement. 1.21 "SOURCE CODE" of SoftPro Software shall mean a copy of the source code (or comparable high level coding) for the SoftPro Software, including any annotations therein, certified by SoftPro to Client, upon each delivery to Client, as a complete and accurate copy of source code corresponding to the SoftPro Software as last delivered or otherwise made available by SoftPro (whether in pieces or in an integrated whole). 1.22 "THIRD PARTY SOFTWARE" shall mean those third party applications provided by SoftPro that are set forth in Section 1.4 of Exhibit A. 1.23 "USE LIMITATIONS" shall mean the use by Client of the Client Server Software simultaneously on no more than the number of Workstations licensed herein. 1.24 "WORKSTATION" shall mean any personal computer or computer terminal on which use of Client Server Software is authorized. 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Definitions. A "Back Plant" or collectively, the "Back Plants" has the meaning set forth above. 1 A "Customer" means each of FIS and each user identified on Exhibit A hereto so long as such user is a direct or indirect subsidiary of FIS; it being understood that, upon 30 days' prior written notice, FIS may from time to time amend Exhibit A to add one or more of its other direct or indirect subsidiaries of FIS and such added subsidiary shall become a "Customer" hereunder effective as of the 30th day after... such prior notice is delivered to FNT. A "Customer Back Plant Retrieval" means any instance when a Back Plant is accessed by a Customer for viewing, data retrieval and/or copying, which may include the physical retrieval of microfiche, microfilm, index cards, paper documents or other media containing information within the Back Plant Documents as well as the copying thereof. A "FNT Back Plant Retrieval" means any instance when a Back Plant is accessed by representatives of FNT or any of its subsidiaries based upon a request by Customer for data retrieval and/or copying, which may include the physical retrieval of microfiche, microfilm, index cards, paper documents or other media containing information within the Back Plant Documents as well as the copying and forwarding thereof. An "Issuing Agency Agreement" is an agreement pursuant to which an entity is designated as a title agent, authorized to write title business for a principal. View More

Definitions. 1.1.17 "NG Partnership Interests Purchase and Sale Agreement": That certain Partnership Interests Purchase and Sale Agreement between Purchaser and NG Partnership Interests Seller, dated as of June 25, 2010 relating to the purchase and sale of the NG Partnership Interests. 1.1.18 "NG Partnership Interests": One hundred percent (100%) of the partnership interests in NG LP. 1.1.19 "NG Partnership Interests Seller": collectively, iStar NG Inc., a Delaware corporation, and iStar NG GenPar Inc., a... Delaware corporation. 1.1.20 "CTL Reston Member Interest Purchase and Sale Agreement": That certain Member Interest Purchase and Sale Agreement between Purchaser and iStar CTL Holdco LLC, a Delaware limited liability company ("CTL Reston Seller"), dated as of June 25, 2010 relating to the purchase and sale of the CTL Reston Membership Interests. 1.1.21 "CTL Reston Membership Interests": One hundred percent (100%) of the membership interests in CTL Reston. 1.1.22 "CTL Reston": iStar CTL Sunset Hills – Reston LLC, a Delaware limited liability company. 1.1.23 "Other Sellers": collectively, NG Partnership Interests Seller, CTL Reston Seller and Harborside Seller. 1.1.24 "Other Real Properties": collectively, the properties commonly known as 11493 Sunset Hills Road, Reston, Virgina, the NG Property and Harborside. 1.1.25 "Acquired Interests" collectively, the NG Partnership Interests, the CTL Reston Membership Interests and the Harborside Membership Interests. 1.1.26 "Other Purchase and Sale Agreements": collectively, the Harborside Purchase and Sale Agreement, the NG Partnership Interests Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement. 1.1.27. "Acquired Properties": collectively, the Acquired Interests and the Property. 1.1.28 "Northrop": Northrop Grumman Systems Corporation, a Delaware corporation. 1.1.29 "NG Property": That certain property commonly known as 7555 Colshire Drive, McLean, Virgina 1.1.30 "NG Lease": Deed of Lease dated July 27, 1999, as amended, modified and supplemented from time to time, by and between NG LP, successor-in-interest to West Group Properties LLC, a Virginia limited liability company, as landlord, and Northrop Grumman Systems Corporation, a Delaware corporation, successor-in-interest to PRC Inc., a Delaware corporation, as tenant. 1.1.31 "NG LP": iStar NG LP, a Delaware limited partnership. View More

Definitions. Section 1.02 is hereby amended by adding or amending and restating the following definitions: 'Agreement' means this Fourth Amended and Restated Credit Agreement, as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement, dated as of May 15, and as the same may from time to time be further amended, modified, supplemented or restated.

Definitions. For purposes of this Agreement: (a) "Board of Directors" means the Board of Directors of the Company. (b) the "Company" shall include, in addition to Centennial Bank Holdings, Inc., any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents. (c) "Disinterested Director" means a director of the Company... who is not and was not a party to the Proceeding in respect of which indemnification or advance of Expenses is sought by Indemnitee. (d) "Expense" or "Expenses" shall mean any expense, including without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees and expenses of experts (including accountants and other advisors), witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, filing fees and all other disbursements or expenses of the type typically paid or incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding relating to an Indemnifiable Event, and any expenses of establishing a right to indemnification or advancement of Expenses under this Agreement. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. (e) "Indemnifiable Event" shall mean any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or officer of the Company and/or its subsidiaries, or by reason of any action taken by him or of any inaction on his part while acting as director or officer of the Company and/or its subsidiaries, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement of Expenses can be provided under this Agreement. (f) "Independent Counsel" means a law firm, or a member of a law firm, other than a law firm or a member of a law firm that has previously served as Independent Counsel pursuant to the terms of this Agreement, that is experienced in matters of corporation law and neither presently is, nor in the past two years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors (which approval shall not be unreasonably withheld). In the event that the Board of Directors does not approve Indemnitee's selection within 30 days of written notice by Indemnitee of his selection, Indemnitee may select a law firm: (a) having 50 or more attorneys and (b) rated "AV" by Martindale-Hubbell Law Directory, to act as Independent Counsel for purposes of this Agreement. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement, unless both the Company and the Indemnitee waive such conflict in writing. (g) "DGCL" means the Delaware General Corporation Law. (h) "Proceeding" shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative or legislative hearing or any other actual, threatened or completed proceeding, including any and all appeals, whether of a civil, criminal, administrative, investigative or other nature, and in each case whether or not commenced prior to the date of this Agreement, that relates to an Indemnifiable Event. View More

Definitions. (a) "Affiliate" means any parent corporation or subsidiary corporation, 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 Stock Option Committee of the Board. (e) "Company" means AtriCure, Inc., a Delaware corporation. (f) "Consultant" means any person, including an advisor, engaged by... the Company or an Affiliate to render consulting services and who is compensated for such services, provided that the term "Consultant" shall not include Directors who are paid only a director's fee by the Company or who are not compensated by the Company for their services as Directors. For purposes of this definition, "Consultant" shall include any employee of Enable. (g) "Continuous Status as an Employee, Director or Consultant" means that the service of an individual to the Company, whether as an Employee, Director or Consultant, is not interrupted or terminated. For purposes of this definition, an employee of Enable shall remain in Continuous Status as a Consultant until the effective date of such employee's termination of employment with Enable (unless as of such termination date, such employee is otherwise engaged as a Consultant to the Company in which case, such Consultant's Continuous Status shall end upon the termination of his or her engagement with the Company). The Board, in its sole discretion, may determine whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave; or (ii) transfers between the Company, Affiliates or their successors. (h) "Director" means a member of the Board. (i) "Employee" means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. (j) "Enable" means Enable Medical Corporation. (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (l) "Fair Market Value" of a share of Common Stock as of a specified date shall mean: (i) if the Common Stock is publicly traded and listed on the New York Stock Exchange or another national securities exchange or The Nasdaq Stock Market, the closing sale price of the Common Stock on the trading day immediately preceding the date as of which the Fair Market Value is being determined or, if the Common Stock is not so listed on a national securities exchange or The Nasdaq Stock Market, but publicly traded, the representative closing sale price in the over-the-counter market, as quoted by the National Quotation Bureau or a recognized dealer in the Common Stock, on the trading day immediately preceding the date as of which the Fair Market Value is being determined; or (ii) if the Common Stock is not publicly traded, the value per share determined by the Board in its sole discretion. (m) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (n) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. (o) "Officer" means an officer of the Company. (p) "Option" means a stock option granted pursuant to the Plan. (q) "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 2 (r) "Optionee" means an Employee, Director or Consultant who holds an outstanding Option. (s) "Plan" means this 2001 Stock Option Plan. View More

Definitions. This Purchase Agreement, the Control Agreement (as defined herein), the Indenture and the Senior Notes are collectively referred to herein as the "Operative Documents." All other capitalized terms used but not defined in this Purchase Agreement shall have the respective meanings ascribed thereto in the Indenture.