Definitions

Definitions. As used herein, terms that are defined herein shall have the meanings as so defined, and terms not so defined shall have the meanings as set forth in the Board Nomination and Observer Agreement, as applicable.

Definitions. As used in this Amendment, capitalized terms have the meanings assigned thereto in the Indenture.

Definitions. Any capitalized term used herein and not otherwise defined shall have the meaning assigned to such term in the Plan or the DIRECTV Chief Executive Officer Severance Plan (the "Severance Plan").

Definitions. For all purposes of the Indenture and this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the words "herein," "hereof" and "hereunder" and other words of similar import refer to the Indenture and this First Supplemental Indenture as a whole and not to any particular Article, Section or subdivision; and (b) capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings assigned to them in the... Indenture. View More

Definitions. Unless otherwise defined in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in the Plan.

Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the Repurchase Agreement.

Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Consulting Agreement.

Definitions. The following terms shall have the following meanings: (a) "Adjustment Event" means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco... or any of their subsidiaries) of all or part of any class of Shares; (b) "CEO" means the Chief Executive Officer of the Company. (c) "Date of Termination" means the date that the termination of the Grantee's Employment with Employer is effective on account of the Grantee's death, the Grantee's Disability, termination by Employer for Cause or without Cause, or by the Grantee, as the case may be; (d) "Employer" means the Company or, as the case may be, its Affiliate with whom the Grantee has entered into an Employment relationship; (e) "Investors" means investment funds advised by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and TPG that own capital stock of the Company; (f) "Restrictive Covenant" means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference; (g) "Tax" or "Taxes" means any income tax, social insurance, payroll tax, contributions, payment on account obligations or other payments; (h) "Unit" means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the Date of Grant, as it may be adjusted as provided herein; and (i) "Vest on a Pro Rata Basis" means, with respect to the Grantee's termination of Employment described in Section 4(a) during the Performance Period, that the Grantee's Stock Units shall continue to be earned through the end of the Performance Period, provided that only a portion of the Stock Units subject to this Restricted Stock Unit Agreement that otherwise would have been earned at the end of the Performance Period shall be earned as of the end of such period, such portion being determined by multiplying (i) the number of Stock Units that otherwise would have been earned at the end of the Performance Period based upon attainment of the pre-determined performance goal, by (ii) (A) the number 2 of days in which the Grantee was employed by Employer during the Performance Period divided by (B) 365 (the number of days in the Performance Period) (rounded to the nearest whole number of Stock Units); and the Stock Units that are earned for the Performance Period as described in this paragraph shall vest as of the last day of the Performance Period pursuant to Section 4(a). As used herein with respect to the Stock Units, the Stock Units shall be earned based on performance and shall vest based on Section 4 below, and the term "vest" means that the restrictions on the right to receive payment pursuant to the Stock Units lapse in whole or in specified part. View More

Definitions. The following definitions shall be amended to read in their entirety as follows: "Commitment" means, with respect to each Lender, the commitment of such Lender to make Loans pursuant to Section 2.01, as such commitment may be reduced or increased from time to time pursuant to the terms hereof. The initial amount of each Lender's Commitment to make Euro Loans and US Dollar Loans, as applicable, is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender... shall have assumed its Commitment, as applicable. "Index Debt" means senior, unsecured, long-term indebtedness for borrowed money of the Company that is (i) not guaranteed by any Person that does not guarantee all the Obligations under this Agreement and (ii) not benefited by any other credit enhancement. For purposes of determining a rating provided by Moody's, to the extent that the Company does not otherwise have an "Index Debt" rating from Moody's, "Index Debt" shall include the senior, unsecured, long-term indebtedness for borrowed money of Coors Brewing Company that is (i) not guaranteed by any Person that does not guarantee all the Obligations under this Agreement and (ii) not benefited by any other credit enhancement. View More

Definitions. In this Agreement the following words and expressions have the meanings set out below: "AIM" means the market of that name operated by London Stock Exchange; "Auditors" means the auditors for the time being of the Company; "London Stock Exchange" means London Stock Exchange plc; "Shares" means the shares of $0.01 each in the common stock of the Company; "Subscription Price" means $0.225 per Warrant Share; "UK Listing Authority" means the Financial Services Authority acting in its capacity as... the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended); "Warrant" means the right to subscribe for the Warrant Shares at the Subscription Price; "Warrant Shares" means up to 500,000 Shares; and "Warrant Period" means the period commencing on 14 April, 2011 and ending on 13 April, 2014. View More