Definitions. Section 2. Amendment to Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions thereto, in appropriate alphabetical order: "BM&F" means the Bolsa de Mercadorias & Futuros- BM&F S.A. (a/k/a Brazilian Mercantile & Futures Exchange S.A.), a sociedade por ações organized under the laws of the Republic of Brazil. "BM&F Transaction" means, collectively, the acquisition of up to a 10% equity investment in BM&F directly or... indirectly through one or more Subsidiaries of the Borrower (which is currently contemplated to occur in the first quarter of 2008) and the transactions in connection therewith effecting such acquisition.View More
Definitions. Except as is otherwise provided in this Amendment or unless the context otherwise requires, any terms that are capitalized in this Amendment and that are defined in the Plan shall have the same meanings as they have under the Plan.
Definitions. For purposes of the Agreement, the definitions of capitalized terms contained in the Plan are hereby incorporated herein by reference, except to the extent that any term is specifically defined in this Agreement.
Definitions. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1: (a) "Cause" shall mean any of the following: (i) Grantee has failed or refused to substantially perform Grantee's duties, responsibilities, or authorities (other than any such refusal or failure resulting from Grantee's becoming Disabled); (ii) any commission by or indictment of Grantee of a felony or other crime of moral turpitude; (iii) Grantee has engaged in material misconduct in the course and... scope of Grantee's employment with the Company, including, but not limited to, gross incompetence, disloyalty, disorderly conduct, insubordination, harassment of other employees or third parties, chronic abuse of alcohol or unprescribed controlled substances, improper disclosure of confidential information, chronic and unexcused absenteeism, improper appropriation of a corporate opportunity or any other material violation of the Company's personnel policies, rules or codes of conduct or any fiduciary duty owed to the Company or its Affiliates, or any applicable law or regulation to which the Company or its Affiliates are subject; (iv) Grantee has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records; or (v) Grantee has engaged in any act or omission that is likely to materially damage the Company's business, including, without limitation, damages to the Company's reputation. (b) "Covered Shares" means shares of the Company's [Class A Common Stock/Common Stock] granted under this Agreement and are subject to the terms of this Agreement and the Plan. The number of "Covered Shares" granted under this Agreement is [ ] shares of the Company's [Class A Common Stock/Common Stock]. (c) "Disabled" as it relates to Grantee means when Grantee (i) receives disability benefits under either social security or the Company's long-term disability plan, if any, or (ii) the Company, upon the written report of a qualified physician designated by the Company's insurers, shall have determined (after a complete physical examination of Grantee at any time after Grantee has been absent from the Company for 90 or more consecutive calendar days) that Grantee has become physically and/or mentally incapable of performing Grantee's essential job functions with or without reasonable accommodation as required by law due to injury, illness, or other incapacity (physical or mental). (d) "Good Reason" shall exist in the event any of the following actions are taken without Grantee's consent: (i) Grantee's authority with Company is, or Grantee's duties or responsibilities based on Grantee's job title as set forth in Grantee's employment agreement are, materially diminished relative to Grantee's authority, duties and responsibilities as in effect immediately prior to such change; provided, however, that in no event shall removal of Grantee from the position of manager, director or officer of any direct or indirect Affiliate of the Company in connection with any corporate restructuring constitute Good Reason; (ii) a material diminution in Grantee's base salary as in effect immediately prior to such diminution; provided, that an across-the-board reduction in the base compensation and benefits of all other executive officers of the Company by the same percentage amount (or under the same terms and conditions) as part of a general base compensation reduction and/or benefit reduction shall not constitute such a qualifying material diminution; (iii) a material relocation of Grantee's primary work location more than 75 miles away from the then-current primary work location; or (iv) any material breach by the Company of any provision of this Agreement or Grantee's employment agreement. (e) "Grantee" means . (f) "Grant Date" means . Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.View More
Definitions. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.
Definitions. Terms and expressions defined or specifically interpreted in the Original Agreement and not otherwise defined or specifically interpreted in this Agreement shall have the same meanings or interpretations in this Agreement, except where the context requires otherwise.
Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement.
