Definitions

Definitions. As used herein, the following terms shall have the meanings set forth below: "Event of Default" has the meaning provided in Section 8 hereof. "Pledged Collateral" has the meaning provided in Section 2 hereof. "Pledged Shares" has the meaning provided in Section 2 hereof. "Secured Obligations" means, without duplication, (a) all of the Obligations and (b) all costs and expenses incurred in connection with enforcement and collection of the Obligations, including Attorney Costs. "UCC" means the... Uniform Commercial Code as in effect from time to time in the State of New York, provided, that if by reason of any mandatory choice of law provisions governing the perfection or the effect of perfection or non-perfection of the security interests granted herein, the perfection or the effect of perfection or non-perfection of such security interests is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than the State of New York, UCC shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the perfection or effect of perfection or non-perfection. View More

Definitions. Capitalized terms used and not defined herein have the meanings given to them in the Parent Credit Agreement.

Definitions. A. "CONSUMABLE" means a Spare Part whose life expectancy and mode of failure is known or predictable during the normal operation of the Equipment and that should meet the normal attributes of schedulable and predictable demand and life expectancy of less than * * *. B. "CUSTOM ITEMS" mean those Items manufactured by Seller for sale exclusively to Buyer for which a minimum of twenty-five percent (25%) of Seller's cost pertaining to the Items is directly attributable to the customization for... Buyer as set forth in the Purchase Spec. C. "CONSIGNMENT" means any spare part owned by the Seller which Buyer chooses to hold on-site, or Seller holds off-site, at Buyer's discretion, to help Seller meet the Equipment availability requirements or productivity as defined in the Purchase Spec. D. "EQUIPMENT" means whole systems that produce the required output per the applicable Equipment configuration and system performance specifications set forth in the Purchase Spec for each Equipment model or as otherwise agreed in writing by the parties. E. "FACILITIZATION" means placement and rough hook-up of electrical, gas, and vacuum utilities to the Items. F. "FORECAST(s)" means the quantity of Items or Services that Buyer reasonably anticipates it may purchase during a specified time. G. "HAZARDOUS MATERIALS" mean dangerous goods, chemicals, contaminants, substances, pollutants or any other materials that are defined as hazardous by relevant local, state, national, or international law, regulations and standards. H. "ITEMS" means either singly or collectively, as the context indicates: Equipment; Equipment components; software; hardware; Spare Parts; upgrades, retrofits, modifications, and enhancements to any of the foregoing purchased separately; or other goods which Seller is to sell to Buyer as set forth in this Agreement. I. "LEAD-TIME" means the agreed number of calendar weeks or days from the date a Release is issued for an Item to the date the Item is to be received by the Seller. J. "NON-CONSUMABLE" means a Spare Parts that is not replaced routinely and has an unpredictable life expectancy and that is typically replaced or repaired due to failures or deteriorating performance (quality and output). K. "OTD" or "ON-TIME DELIVERY" means a percentage computed for each Buyer site for each (Buyer work week calendar) month equal to: the number of Releases for Items received by such site which are (i) complete and (ii) delivered to the * * *. L. "PURCHASE SPEC" means the agreed Equipment Purchase Specification as set forth in Addendum D for each Equipment model purchased or to be purchased pursuant to this Agreement. M. "RELEASE" means Buyer's purchase order or change order to ship a definite quantity of Items or to provide Services to a specified schedule. N. "SERVICES" means the work to be performed by Seller including, but not limited to: installation, process qualification, maintenance, warranty repair, service call, continuous improvement, Equipment upgrades/modification, and extended service contracts as set forth in Addendum A and/or any Buyer factory specific Scope Of Work ("Scope of Work" or "SOW"). O. "SPARE PART(s)" mean Consumable and/or Non-Consumable Spare Parts. View More

Definitions. As used in the Plan, the following terms shall have the following meanings, respectively: (a) The term "AIC Plan" shall mean the Ford Motor Company Annual Incentive Compensation Plan, as amended. (b) The term "Committee" shall mean, unless the context otherwise requires, the following as they from time to time may be constituted: (i) The Compensation Committee with respect to all matters affecting any Section 16 Person. (ii) The Deferred Compensation Committee with respect to all matters... affecting employees other than Section 16 Persons. (c) The term "Company" when used in the Plan with reference to employment shall include subsidiaries of the Company. (d) The term "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of the Company. (e) The term "Deferred Compensation" shall mean compensation deferred pursuant to paragraph (a), (b), (c) or (d) of Section hereto, and any interest equivalents, dividend equivalents or other earnings or return on such amounts determined in accordance with the Plan. (f) The term "Deferred Compensation Account" with respect to a participant shall mean the book entry account established by the Company for such participant with respect to his or her Deferred Compensation. (g) The term "Deferred Compensation Committee" shall mean the committee comprised of the Group Vice President, Corporate Human Resources and Labor Affairs, the Executive Vice President and Chief Financial Officer and the Senior Vice President and General Counsel or such other persons as may be designated members of such Committee by the Compensation Committee. (h) The term "employee" shall mean any person who is regularly employed by the Company or a subsidiary at a salary (as distinguished from a pension, retirement allowance, severance pay, retainer, commission, fee under a contract or other arrangement, or hourly, piecework or other wage) and is enrolled on the active employment rolls of the Company or a subsidiary, including, but without limitation, any employee who also is an officer or director of the Company or a subsidiary. (i) The term "Ford Stock" shall mean Ford Common Stock. (j) The term "Ford Stock Unit" shall mean a unit having a value based upon Ford Stock. (k) The term "IPOC" shall mean the Investment Process Oversight Committee comprised of the Vice President - Treasurer, the Associate General Counsel and Secretary, and the Vice President - Human Resources. (l) The term "Investment Process Committee" shall mean the committee comprised of the Director - Global Trading and Governance, the Director - Asset Management, and the Manager - Savings and Executive Retirement Plans, North America. (m) The term "LTI Plan" shall mean the Ford Motor Company 1990 Long-Term Incentive Plan, as amended, the Ford Motor Company 1998 Long-Term Incentive Plan, as amended, or any other long-term incentive plans subsequently adopted by the Company that are substantially similar to such plans. (n) The term "SC Plan" shall mean the Ford Motor Company Supplemental Compensation Plan, as amended. (o) The term "Section 16 Person" shall mean any employee who is subject to the reporting requirements of Section 16(a) or the liability provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. (p) The term "SSIP" shall mean the Company's Savings and Stock Investment Plan for Salaried Employees, as amended. (q) The term "subsidiary" shall mean (i) any corporation a majority of the voting stock of which is owned directly or indirectly by the Company or (ii) any limited liability company a majority of the membership interest of which is owned directly or indirectly by the Company. (r) The term "VIP Plan" shall mean Ford Motor Credit Company Variable Incentive Plan, as amended. View More

Definitions. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Master Agreement.

Definitions. Section 1.l of the Purchase Agreement (Definitions) is hereby amended by adding the following new definitions and inserting each in its appropriate alphabetical location: "`Amendment No. 2' means Amendment No. 2, dated as of December 31, 2001, between MCM Capital Group, Inc. and ING (U.S.) Capital LLC." "`CFSC Credit Agreement' means the Credit Agreement, dated as of December 20, 2000, between MRC Receivables Corporation, as borrower, and CFSC... Capital Corp. VIII, as lender." "Dollar' and "$" shall mean lawful money of the United States of America." "`LIBOR' means, for any date, the rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) reported, at 11:00 a.m. (London time) on the date two Business Days prior to such date, on Dow Jones Market Screen 3750 (British Bankers Association Settlement Rate) as the London Interbank Offered Rate for Dollar deposits having a term of one month and in an amount equal to or greater than $1,000,000." "`LIBOR Interest' means, for any Payment Date and in respect of any Series No. 1 Notes, interest on such Series No. 1 Notes accrued during the period commencing on the immediately preceding Payment Date and ending on the date prior to such Payment Date at a rate per annum equal to LIBOR for such immediately preceding Payment Date (but in no event greater than the interest charged pursuant to Section 4.4(b) of the Purchase Agreement)." "`Triarc Guaranty' means the Guaranty and Option Agreement, dated as of January 12, 2000 by Triarc Companies, Inc. in favor of the Purchaser, as the same shall be modified and supplemented and in effect from time to time." View More

Definitions. Terms used in this Amendment that are defined in the Federal Electronic Signatures in Global and National Commerce Act or the Uniform Electronic Transactions Act shall be given the same meaning in this Amendment.

Definitions. Subject to Section 1.02 hereof, capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Definitions. The following terms shall have the following meanings: "Affiliate" shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the... possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Investors (and vice versa), (b) if such specified Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any family member of such natural Person. "Affiliated Fund" shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser. "Agreement" shall have the meaning set forth in the Preamble. -4- "Amended and Restated Registration Rights Agreement" shall mean the registration rights agreement dated as of the date hereof, which amends and restates the Former Registration Rights and Coordination Agreement, entered into by and among the Company and the Investors. "Amended and Restated Stockholders Agreement" shall mean the stockholders agreement dated as of the date hereof, which amends and restates the Former Stockholders Agreement, entered into by and among the Company, certain subsidiaries of the Company, the Investors and certain other Stockholders of the Company. "Bain Directors" shall have the meaning set forth in Section 2.1.1. "Bain Investors" shall mean, as of any date, Bain Capital Integral Investors 2006, LLC, BCIP TCV, LLC, BCIP Associates-G and their respective Permitted Transferees, in each case only if such Person is then an Investor and holds any Shares. "Board" shall mean the board of directors of the Company. "business day" shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York. "Carlyle Directors" shall have the meaning set forth in Section 2.1.1. "Carlyle Investors" shall mean, as of any date, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P., and their respective Permitted Transferees, in each case only if such Person is then an Investor and holds any Shares. "Change of Control" shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction, own capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any stock sale or other transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company's voting power is owned directly, or indirectly through one or more entities, by any Person and its "affiliates" or "associates" (as such terms are defined in the rules adopted by the Commission under the Exchange Act), other than the Investors and their respective Affiliated Funds, excluding, in any case referred to in clause (a) or (b) any bona fide primary or secondary public offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of the Company. "Commission" shall mean the Securities and Exchange Commission. "Common Stock" shall mean the common stock, $0.001 par value per share, of the Company. "Company" shall have the meaning set forth in the Preamble. -5- "Coordination Agreement" shall mean the coordination agreement dated as of the date hereof, which replaces the coordination provisions contained in the Former Registration Rights and Coordination Agreement, entered into by and among the Investors. "Exchange Act" shall mean the Securities Exchange Act of 1934, as in effect from time to time. "Former Agreement" shall have the meaning set forth in the Preamble. "Former Registration Rights and Coordination Agreement" shall mean the registration rights and coordination agreement dated as of March 1, 2006 among the Investors, the Company, certain of the Company's subsidiaries, and certain other stockholders of the Company. "Former Stockholders Agreement" shall mean the stockholders agreement dated March 1, 2006 among the Investors, the Company, certain of the Company's subsidiaries, certain other stockholders of the Company, and certain managers of the Company. "Indemnified Liabilities" shall have the meaning set forth in Section 6.9. "Indemnitees" shall have the meaning set forth in Section 6.9. "Investor Group" shall mean, for so long as any such Investors are not part of a Withdrawing Group, any one of (a) the Bain Investors, collectively, (b) the Carlyle Investors, collectively and (c) the THL Investors, collectively. Where this Agreement provides for the vote, consent or approval of any Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Carlyle Investors or the Majority THL Investors, as the case may be, except as otherwise specifically set forth herein. "Investors" shall have the meaning set forth in the Preamble. "IPO" shall have the meaning set forth in the Recitals. "Majority Bain Investors" shall mean, as of any date, the holders of a majority of the Shares held by the Bain Investors. "Majority Carlyle Investors" shall mean, as of any date, the holders of a majority of the Shares held by the Carlyle Investors. "Majority THL Investors" shall mean, as of any date, the holders of a majority of the Shares held by the THL Investors. "Permitted Transferee" shall mean (i) the Company, (ii) such other Persons as the Requisite Stockholder Majority approves in writing, and (iii) with respect to any Investor, any Affiliated Fund of such Investor, in each case to the extent such Person agrees to be bound by the terms of this Agreement. -6- "Person" shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. "Requisite Stockholder Majority" shall mean at any time the approval of (a) each of at least two Investor Groups if there is more than one Investor Group, (b) a single Investor Group if there is only one Investor Group and (c) otherwise, Investors holding a majority of the outstanding Shares then held by all Investors. "Securities Act" shall mean the Securities Act of 1933, as in effect from time to time. "Shares" shall mean all shares of Stock held by an Investor, whenever issued. "Stock" shall mean the Common Stock. "Third-Party Claim" shall have the meaning set forth in Section 6.9. "THL Directors" shall have the meaning set forth in Section 2.1.1. "THL Investors" shall mean, as of any date, Thomas H. Lee Equity Fund V, L.P., Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Equity (Cayman) Fund V, L.P., Thomas H. Lee Investors Limited Partnership, Putnam Investment Holdings, LLC, Putnam Investments Employees' Securities Company I LLC, and Putnam Investments Employees' Securities Company II LLC and their respective Permitted Transferees, in each case only if such Person is then an Investor and holds any Shares. "Transfer" shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. "Withdrawing Holders" shall have the meaning set forth in Section 4.3. View More

Definitions. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth (or otherwise provided for) in the Transition Services Agreement.