Definitions

Definitions. The definitions of capitalized terms used in this Agreement and not otherwise defined are provided in Section 12.

Definitions. (a) As used in this Agreement, the terms "Agreement", "Company" and "Holder" shall have the respective meanings assigned to such terms in the introductory paragraph of this Agreement. Capitalized terms used in this Agreement and not defined in this Agreement shall have the respective meanings provided in the Note Purchase Agreement. (b) All the agreements or instruments herein defined shall mean such agreements or instruments as the same may from time to time be supplemented or amended or the... terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof and of this Agreement. (c) The following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): View More

Definitions. Taberna Realty Finance Trust, a Maryland real estate investment trust, wishes to attract and retain qualified key employees, trustees, directors, officers, advisors, consultants and other personnel and encourage them to increase their efforts to make the Company's business more successful whether directly or through its Subsidiaries or other Affiliates. In furtherance thereof, the Taberna Realty Finance Trust 2005 Equity Incentive Plan is designed to provide equity-based incentives to certain... Eligible Persons. Awards under the Plan may be made to Eligible Persons in the form of Options, Restricted Shares, Share Appreciation Rights, Dividend Equivalent Rights, Performance Awards, Phantom Shares and other forms of equity-based compensation. View More

Definitions. As used in this Agreement, the following terms shall have the ascribed meaning: (a) "Board" means the Board of Directors of Choice. (b) "Cause" means any one or more of the following, whether occurring before or after the date hereof: (i) Employee's deliberate and continued refusal to carry out duties and instructions of the Board and CEO consistent with the position following notice by Choice and a five business days cure period; (ii) Employee's commission of an act materially detrimental to... the financial condition, operations and/or goodwill of Choice; (iii) Employee's gross negligence or willful misconduct in the performance of duties to Choice; (iv) Employee's commission of any act of theft, fraud, dishonesty, breach of trust or breach of fiduciary duty involving Choice; (v) Employee's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, fraud or embezzlement; (vi) any breach by Employee of the covenants contained in this Agreement, or (vii) the material violation by Employee of any Choice policy or any statutory or common law duty to Choice. (c) "Change in Control" means the happening of the earliest of the following to occur: (i) Any "person" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than (i) Choice, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of Choice, (iii) any corporations owned, directly or indirectly, by the stockholders of Choice in substantially the same proportions as their 1 ownership of stock, or (iv) Stewart Bainum, his wife, their lineal descendants and their spouses (so long as they remain spouses) and the estate of any of the foregoing persons, and any partnership, trust, corporation or other entity to the extent shares of common stock (or their equivalent) are considered to be beneficially owned by any of the persons or estates referred to in the foregoing provisions of this subsection 1(c) or any transferee thereof) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Choice representing 33% or more of the combined voting power of Choice's then outstanding voting securities. (ii) Individuals constituting the Board on the date of this Agreement and the successors of such individuals ("Continuing Directors") cease to constitute a majority of the Board. For this purpose, a director shall be a successor if and only if he or she was nominated by a Board (or a Nominating Committee thereof) on which individuals constituting the Board on the date of this Agreement and their successors (determined by prior application of this sentence) constituted a majority. (iii) The stockholders of Choice approve a plan of merger or consolidation ("Combination") with any other corporation or legal person, other than a Combination which would result in stockholders of Choice immediately prior to the Combination owning, immediately thereafter, more than sixty-five percent (65%) of the combined voting power of either the surviving entity or the entity owning directly or indirectly all of the common stock, or its equivalent, of the surviving entity; provided, however, that if stockholder approval is not required for such Combination, the Change in Control shall occur upon the consummation of such Combination. (iv) The stockholders of Choice approve a plan of complete liquidation of Choice or an agreement for the sale or disposition by Choice of all or substantially all of Choice's stock and/or assets, or accept a tender offer for substantially all of Choice's stock (or any transaction having a similar effect); provided, however, that if stockholder approval is not required for such transaction, the Change in Control shall occur upon consummation of such transaction. (d) "Change in Control Termination" means and includes the termination of Employee's employment with Choice at any time during the twelve (12) month period after a Change in Control if such termination is (i) by Choice for any reason other than Cause, (ii) by Employee for Good Reason. (e) "Competing Business" means any business or enterprise that: (i) is engaged in the mid-market or economy hotel franchising business, (ii) competes in the same upscale, select service segment as Cambria Suites or any successor or substantially similar Choice brand, or (iii) competes in any other line of business in which Choice is materially engaged at the time of the Termination Date. (f) "Confidential Information" means any non-public information, in any format, relating to the business of Choice, including, but not limited to, present or prospective operating, marketing and development plans, training manuals, training policies and procedures, financial and technical information, passwords, source codes, personnel information, franchisee information, business systems, trade secrets, pricing and cost information, contact lists, strategic plans or strategies, operating data or Choice policies. (g) "Disability" means if Employee is unable to perform the essential functions of Employee's position, after any legally required reasonable accommodation, for more than 180 days (whether or not consecutive) in any period of 365 consecutive days. 2 (h) "Good Reason" means a voluntary termination by Employee following a material, substantial change in either Employee's compensation or position and responsibilities, provided such termination occurs within forty-five days of the change in compensation or position. Employee must provide Choice with at least thirty (30) days' prior written notice of electing a Good Reason termination. (i) "Non-Renewal" shall have the meaning set forth in Section 2. (j) "Release Agreement" means the release of claims attached as Exhibit A. (k) "Severance Benefits" means the benefits specified in Section 6. (l) "Severance Benefit Period" means the seventy (70) week period following the Termination Date. (m) "Termination Date" means the date the Employee's employment with Choice ends. (n) "Works" means any ideas, concepts, methods of operation, processes, programs or other materials (including training manuals, policies and procedures) that Employee conceived, created, developed or wrote while employed by Choice that relate in any manner to the business of Choice. View More

Definitions. For clarification, the Cash Balance provided for in Section 6.2(d)(j) shall not be factored into the calculation of Adjusted Working Capital in any way.

Definitions. Terms not otherwise defined in this Security Agreement which are defined in the Personal Property Security Act (Ontario), as amended from time to time, (the "PPSA") have the meaning ascribed thereto in the PPSA unless the context otherwise requires. Terms defined in the Note which are not otherwise defined in this Security Agreement have the meaning ascribed to such term in the Note. For the purpose of any Bills of Sale Act or other analogous legislation, the Obligor is, for the avoidance of... doubt, a "mortgagor" as such term is used in such legislation. In this Security Agreement: "including" means "including without limitation"; "Wells Fargo" means Wells Fargo Financial Company and its principals, successors and assigns; "Equipment" means the chattels, equipment and other personal property described in Schedule "B" hereto, together with all parts and accessories, replacements, additions and accessions thereto, tangible or intangible, and including all proceeds therefrom, all of Obligor's rights to use or possess information, documentation, software or other intangibles supplied in connection with such property and all of Obligor's rights under service or maintenance agreements, guarantees and warranties relating to such property; "Encumbrance" means any claim, lien, charge, encumbrance, levy, security interest, mortgage, pledge, hypothecation, assignment, seizure, trust, attachment, execution, judicial process, ownership interest, license or leasehold interest, including any claim by a landlord or mortgagee that an asset has become a fixture, and "Encumber" has a similar meaning; "Loss" has the meaning ascribed thereto in Section 8 (h) of this Security Agreement; "Obligations" means Obligor's obligation to pay all amounts owing by Obligor to Wells Fargo under the Note, this Security Agreement or any other agreement between Obligor and Wells Fargo and all of Obligor's other obligations to Wells Fargo under the Note, this Security Agreement or any other agreement now or at any time hereafter between Obligor and Wells Fargo; "Taxes" includes all taxes, imposts, levies, fees, duties and charges now or hereafter imposed by any taxation authority on Obligor, the Equipment or the purchase, sale, ownership, delivery, possession, use, maintenance, operation or lease of the Equipment or on the Obligor or Wells Fargo in respect of any of the foregoing (including sales, excise, use, property, capital, business, transfer, goods and services and value added taxes and penalties and interest on Taxes), excluding taxes on Wells Fargo's net income. View More

Definitions. Except as amended hereby, terms used herein that are defined in the Credit Agreement shall have the same meanings herein.

Definitions. All capitalized terms used herein without definitions shall have the respective meanings assigned to such terms in the Credit Agreement. All terms not defined in the Credit Agreement that are defined in the UCC and used herein shall have the meanings assigned to such terms in the UCC.

Definitions. The above definitions are intended to encompass the defined terms in both the singular and plural tenses.

Definitions. Section 1.01 of the Credit Agreement shall be amended by adding the following definition in the appropriate alphabetical location (to the extent not already included in said Section 1.01): "Sprint Nextel Credit Agreement" means the Credit Agreement to be dated on or about December 19, 2005 among the Company, Nextel Communications, Inc., Sprint Capital, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as modified and supplemented and in effect from time to time.