Definitions

Definitions. In the event of a conflict between the capitalized terms defined and set forth in this Amendment and the defined terms of the Agreement, the definitions set forth in this Amendment shall control.

Definitions. Other Definitions. For the purposes of this Agreement, the following terms have the following meanings: "Billed Account" shall mean an Account for which the Servicer has produced an original statement during the applicable period within the Interim Servicing Period (in accordance with Servicer's Policies and Procedures and at the completion of its billing cycle), as shown on Seller's system generated, daily management reports relative to the Accounts. "Service Transfer Event" shall... mean an event set forth in Article 9 hereof. "Servicer" shall mean the entity designated by Purchaser, pursuant to Section 2.1 and 2.2, to perform the Services. "Servicer's Policies and Procedures" means Servicer's policies, procedures and normal, day-to-day business practices in compliance with such policies and procedures and Servicer's normal financial accounting guidelines for the conduct of the Business, all as existing 1 as of the Site Visit Date which shall not be changed or altered during the Interim Servicing Period unless the changed or altered policy, procedure or practice has been approved in writing by Purchaser or, if the Servicer will continue to be in the credit card business, is going to be applied to the Servicer's entire credit card business, in which case Seller shall notify Purchaser of such change, as soon as possible. "Services" means those services necessary for Purchaser to administer the Accounts, including, but not limited to, those services listed in Article 3. View More

Definitions. Unless otherwise specifically defined herein, each term used herein that is defined in the Shortfall Agreement has the meaning assigned to such term therein.

Definitions. Terms defined in the preamble to this Agreement shall have the meanings given to such terms in such preamble. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. In addition, as used in this Agreement, the following terms have the meanings specified below:

Definitions. The capitalized terms used in this Plan have the meanings set forth below. Except when otherwise indicated by the context, reference to the masculine gender shall include, when used, the feminine gender and any term used in the singular shall also include the plural.

Definitions. For purposes of these Award Terms, the following terms shall have the meanings set forth below: "Award" means the award described on the Grant Notice. "Cause" has the meaning given to such term in the Employment Agreement. "Change of Control" has the meaning given to such term in the Employment Agreement. "Closing Price" has the meaning given to such term in the Employment Agreement. "Closing Share Value" has the meaning given to such term in the Employment Agreement. "Common Shares" means... the shares of common stock, par value $0.000001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 9 hereof. For the avoidance of doubt, the term "Common Shares" as used in these Award Terms shall include "Company Common Stock" as such term is used in the Employment Agreement. "Company Group" has the meaning given to such term in the Employment Agreement. "Company-Sponsored Equity Account" means an account that is created with the Equity Account Administrator in connection with the administration of the Company's equity plans and programs, including the Plan. "Date of Grant" means the Date of Grant of the Award set forth on the Grant Notice. "Date of Termination" has the meaning given to such term in the Employment Agreement. "Death" has the meaning given to such term in the Employment Agreement. "Disability" has the meaning given to such term in the Employment Agreement. "Employment Agreement" means the Amended and Restated Employment Agreement between the Holder and the Company, dated December 1, 2007. "Equity Account Administrator" means the brokerage firm utilized by the Company from time to time to create and administer accounts for participants in the Company's equity plans and programs, including the Plan. "Exercise Price" means the Exercise Price set forth on the Grant Notice. "Expiration Date" means the Expiration Date set forth on the Grant Notice. "Good Reason" has the meaning given to such term in the Employment Agreement. "Grant Notice" means the Notice of Stock Option Award to which these Award Terms are attached as Exhibit A. "Holder" means the recipient of the Award named on the Grant Notice. "Option" means the Stock Option to purchase Common Shares awarded to the Holder on the terms and conditions described in the Grant Notice, these Award Terms and the Employment Agreement. "Plan" means the Activision, Inc. 2007 Incentive Plan, as amended from time to time. "Release" has the meaning given to such term in the Employment Agreement. "Release Period" has the meaning given to such term in the Employment Agreement. "Resignation" has the meaning given to such term in the Employment Agreement. "Shares" means the Common Shares purchasable upon exercise of the Option. "Withholding Taxes" means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required to be withheld under any applicable law. View More

Definitions. Capitalized terms not defined herein and defined in the Asset Purchase Agreement shall have the meanings ascribed to them in the Asset Purchase Agreement. For purposes of this Agreement: (a) A Person shall be deemed to "Beneficially Own" a security if such Person has "beneficial ownership" of such security as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended. (b) "Constructive Sale" means, with respect to any security, a short sale or entering into or... acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of such security. (c) "Expiration Date" means twenty-four months after the Closing Date. (d) "Options" means: (i) all securities Beneficially Owned by Stockholder as of the date of this Agreement that are convertible into, or exercisable or exchangeable for, shares of capital stock of the Company, including, without limitation, options, warrants and other rights to acquire shares of Company Common Stock or other shares of capital stock of the Company; and (ii) all securities of which Stockholder acquires Beneficial Ownership during the period from the date of this Agreement through and including the Expiration Date that are convertible into, or exercisable or exchangeable for, shares of capital stock of the Company, including, without limitation, options, warrants and other rights to acquire shares of Company Common Stock or other shares of capital stock of the Company. (e) "Person" means any (i) individual, (ii) corporation, limited liability company, partnership, limited partnership or other entity, or (iii) Governmental Authority. (f) "Number of Shares" all of numbers of Shares set forth herein are to the number of Shares outstanding on the date hereof; in the event that the Company implements a stock split, reverse stock split or stock dividend, the numbers shall be appropriately adjusted accordingly. (g) "Shares" means: all shares of capital stock of the Company of which Stockholder has or acquires Beneficial Ownership during the period from the date of this Agreement through and including the Expiration Date, including, without limitation, in each case, shares issued upon the conversion, exercise or exchange of Options. (h) "Transfer" means, with respect to any security, the direct or indirect (i) assignment, sale, transfer, tender, pledge, hypothecation, placement in voting trust, Constructive Sale or other disposition of such security (excluding transfers by testamentary or intestate succession), of any right, title or interest in such security (including, without limitation, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) or of the record or beneficial ownership of such security, or (ii) offer to make any such sale, transfer, tender, pledge, hypothecation, placement in voting trust, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing, in each case, excluding any (1) Transfer pursuant to a court order, (2) such actions pursuant to which Stockholder maintains all voting rights with respect to such security, and (3) to a member of an immediately family provided such member executes a non-transfer agreement with substantially identical terms as this Agreement. View More

Definitions. 1.1 Unless otherwise provided in this Agreement, capitalized terms used herein shall have the following meanings: "Agreement" has the meaning set forth in the first paragraph above. "Common Stock" means the Company's common stock, $0.01 par value per share. "Company" has the meaning set forth in the first paragraph above. "Company's IPO" has the meaning set forth in Section 2.1. "Demand Registrations" has the meaning set forth in Section 2.1. "Exchange Act" has the meaning set forth in Section... 2.3. "Existing Rights Agreement" has the meaning set forth in the Recitals. "Founder Securities" means any Common Stock or Non-Voting Common Stock held by Bryant L. Kiel, Sheila K. Kiel and/or a Kiel Affiliate (excluding any Common Stock described in clauses (a), (b) or (d) (to the extent applicable) of the definition of "Registrable Securities") "Keil Affiliate" means, with respect to Bryant L. Keil and Sheila K. Keil (i) such Person's, spouse, siblings and descendants (whether natural or adopted) and any of such descendants' spouses; (ii) any trust which is and at all times remains solely for the benefit of such Person and/or the Persons described in clause (i) and/or the Persons described in clause (iii); and (iii) any family limited partnership, limited liability company, Subchapter S corporation, or other tax flow-through entity, the partners, members or other equity owners of which are and at all times remain solely such Person and/or the Persons described in clause (i) and/or the trusts described in clause (ii) and/or any other Person described in this clause (iii). "Long-Form Registrations" has the meaning set forth in Section 2.1. "Non-Voting Common Stock" means the Company's non-voting common stock, $0.01 par value per share. "Piggyback Registration" has the meaning set forth in Section 3.1. 2 "Preferred Stock" means collectively the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stockholders, the Series E Preferred Stock and the Series F Preferred Stock. "Preferred Stockholders" means the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock listed on Exhibit A hereto. "Qualified Holders" means the holders of a majority of the Registrable Securities (excluding any Founder Securities) then outstanding. "Registrable Securities" means (a) any Common Stock held by a Preferred Stockholder, (b) any Common Stock issued upon the conversion of any Preferred Stock, (c) any Founder Securities, (d) any Common Stock issued or issuable upon exercise of the Series F Warrants, and (e) any Common Stock issued or issuable with respect to any of the securities referred to in clauses (a), (b) or (c) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) they have been distributed to the public pursuant to an offering registered under the Securities Act, (ii) they have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or (iii) at the time of any Demand Registration or Piggyback Registration they constitute, together with all other Registrable Securities held by the holder thereof, less than any of the thresholds described in Rule 144(e)(1)(i), (ii) or (iii) (irrespective of whether the holder thereof is an "affiliate" as defined in Rule 144). For purposes of this Agreement, a Person shall be deemed to be the holder of Registrable Securities, and the Registrable Securities shall be deemed to be outstanding and in existence, whenever such Person has the right to acquire such Registrable Securities upon conversion of Preferred Stock or conversion or exercise of any other securities held by such Person, whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of such Registrable Securities hereunder. "Registration Expenses" has the meaning set forth in Section 6.1. "Securities Act" means the Securities Act of 1933, as amended. "Series A Preferred Stock" has the meaning set forth in the Recitals. "Series A Preferred Stockholders" means the holders of Series A Preferred Stock. "Series B Preferred Stock" has the meaning set forth in the Recitals. "Series B Preferred Stockholders" means the holders of Series B Preferred Stock. "Series C Preferred Stock" has the meaning set forth in the Recitals. "Series C Preferred Stockholders" means the holders of Series C Preferred Stock. "Series D Preferred Stock" has the meaning set forth in the Recitals. 3 "Series D Preferred Stockholders" means the holders of Series D Preferred Stock. "Series E Preferred Stock" has the meaning set forth in the Recitals. "Series E Preferred Stockholders" means the holders of Series E Preferred Stock. "Series F Preferred Stock" has the meaning set forth in the Recitals. "Series F Preferred Stockholders" means the holders of Series F Preferred Stock. "Series F Purchase Agreement" has the meaning set forth in the Recitals. "Series F Warrants" has the meaning set forth in the Recitals. "Shelf Registration" has the meaning set forth in Section 2.3. "Short-Form Registrations" has the meaning set forth in Section 2.1. "Suspension Period" has the meaning set forth in Section 5.2. "Violation" has the meaning set forth in Section 7.1. 1.2 Unless otherwise stated, other capitalized terms used but not defined herein shall have the meanings set forth in the Series F Purchase Agreement. View More

Definitions. Capitalized terms used herein (including in the preamble and recitals above) but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Notes.

Definitions. Except as expressly provided herein, capitalized terms used in this Agreement but not defined in this Agreement shall have the meanings set forth for such terms in the Credit Agreement.