Definitions

Definitions. (a) "Administrator" shall mean the Board or a committee consisting exclusively of members of the Board that has been appointed by the Board and authorized to administer the Plan. (b) "Board" shall mean the Board of Directors of the Company. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended. (d) "Common Stock" shall mean the Common Stock, $.001 par value, of the Company. (e) "Company" shall mean Incyte Corporation. (f) "Compensation" shall mean all cash salary, wages,... commissions and bonuses, but shall not include any imputed income or income arising from the exercise or disposition of equity compensation. (g) "Effective Date" shall mean November 5, 2014. (h) "Designated Subsidiary" shall mean any Subsidiary which has been designated by the Board or by an executive officer of the Company, from time to time in the Board's or such officer's sole discretion, as eligible to participate in the Plan. A listing of Designated Subsidiaries shall be maintained as Appendix A to the Plan. (i) "Employee" shall mean any individual who is an Employee of the Company or its Designated Subsidiaries for tax purposes whose customary employment is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or its Designated Subsidiaries, as applicable. Where the period of leave exceeds 90 days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. (j) "Enrollment Date" shall mean the first day of each Offering Period. (k) "Exercise Date" shall mean the last Trading Day of each Purchase Period. (l) "Fair Market Value" shall mean, as of any date, the value of Common Stock determined as follows: (1) If the Common Stock is listed on any established stock exchange other than The NASDAQ Stock Market, its Fair Market Value shall be the last reported sale price for the Common Stock reported by the applicable composite transactions report for such exchange on the date of determination, as reported on such stock exchange's website or such other source, including The Wall Street Journal, as the Administrator deems reliable; or (2) If the Common Stock is listed on The NASDAQ Stock Market, its Fair Market Value shall be the last reported sale price for the Common Stock quoted on The NASDAQ Stock Market on the date of determination, as reported on www.nasdaq.com or such other source, including The Wall Street Journal, as the Administrator deems reliable; (3) If the Common Stock is traded over-the-counter and is quoted on the OTC Bulletin Board, its Fair Market Value shall be the last transaction price for the Common Stock quoted by the OTC Bulletin Board on the date of determination, as reported on www.otcbb.com or such other source as the Administrator deems reliable; (4) If the Common Stock is traded over-the-counter but is not quoted on the OTC Bulletin Board, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported on www.pinksheets.com or such other source as the Administrator deems reliable; or (5) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. (m) "Offering Periods" shall mean the periods of approximately twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1 and November 1 of each year and terminating on the last Trading Day in the periods ending twenty-four months later. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan. (n) "Plan" shall mean this 1997 Employee Stock Purchase Plan of Incyte Corporation. (o) "Purchase Price" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower. (p) "Purchase Period" shall mean the approximately six-month period commencing after one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Enrollment Date and end with the next Exercise Date. The duration and timing of Purchase Periods may be changed pursuant to Section 4 of this Plan. (q) "Reserves" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. (r) "Subsidiary" shall mean a corporation (as defined in Treasury Regulation section 1.421-1(i)), domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. (s) "Trading Day" shall mean a day on which the national securities exchange or stock market on which the Common Stock is principally traded, or, if the Common Stock is not listed or quoted on any securities exchange or stock market, the New York Stock Exchange, is open for trading. View More

Definitions. (b) As used herein, "Mexican Obligations" means the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Mexican Revolving Loans and interest accruing after the filing of any petition in bankruptcy ("concurso mercantil" or "quiebra"), or the commencement of any insolvency, reorganization or like proceeding, relating to the Mexican Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)... the Mexican Revolving Loans and all other obligations and liabilities of the Mexican Borrower to the Administrative Agent and the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement and any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees and disbursements of counsel to the Administrative Agent and the Lenders that are required to be paid by the Mexican Borrower pursuant to the terms of the Credit Agreement) or otherwise; provided that for the purposes of determining the obligations of the Guarantor under this Agreement, the definition of "Mexican Obligations" shall not create any guarantee by the Guarantor of any Excluded Swap Obligations of the Guarantor. View More

Definitions. Except where the context clearly indicates otherwise, all capitalized terms used herein shall have the definitions ascribed to them by the Plan, and the terms of the Plan shall apply where appropriate.

Definitions. (a) Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement. (b) As used in this Amendment: "Existing Commitment" means, with respect to any Existing Lender, the "Commitment" of such Existing Lender under the Existing Credit Agreement immediately prior to the New Facility Effective Date. "Existing Lender" means any Lender party to the Existing Credit Agreement immediately prior to the New Facility Effective Date. "Existing... Outstanding Obligations" means the outstanding Obligations under and as defined in the Existing Credit Agreement immediately prior to the New Facility Effective Date (including, without limitation, any fees owing to the Existing Issuing Banks and the Lenders in respect of Existing Letters of Credit no longer outstanding under the Existing Credit Agreement pursuant to the Existing LC Rollover). "Existing Required Lenders" means the "Required Lenders" under and as defined in the Existing Credit Agreement, as determined immediately prior to the New Facility Effective Date. "New Credit Agreement" means that certain Credit Agreement dated as of the date hereof by and among, the Borrower, as the borrower thereunder, the Extending Lenders and the other lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as the administrative agent thereunder. "New Loan Documents" means the "Loan Documents" under and as defined in the New Credit Agreement. "New Loans" means the "Loans" under and as defined in the New Credit Agreement. "Non-Extending Lender" means any Existing Lender that is not an Extending Lender. View More

Definitions. Except as may otherwise be provided herein, all capitalized terms that are defined in the Credit Agreement shall have the same meanings herein as therein defined, all of such terms and their definitions being incorporated herein by reference.

Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as "control", "investment property", "proceeds" and "records") shall have the respective meanings given such terms in Article 9 of the UCC. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement (including in the form... of Note attached thereto as Exhibit B). View More

Definitions. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all section references in this Forbearance refer to sections of the Credit Agreement.1 Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Credit Agreement.

Definitions. Section 1.01 of each Indenture is hereby amended by adding the following definitions thereto in the appropriate alphabetical locations: "Global Supplemental Indenture" means that certain Global Supplemental Indenture to this Indenture, dated as of April 10, 2015, among the Company, the Parent Guarantor and the Trustee. "Guaranteed Debt Security" means any and all Securities (with an original stated maturity in excess of 270 days) issued by the Company pursuant to this Indenture;... provided that such Securities are outstanding as of the date of the Global Supplemental Indenture. "Parent Guarantee" has the meaning set forth in Section 15.01 of this Indenture. "Parent Guarantor" means General Electric Company, a New York corporation, and its successors and assigns. View More

Definitions. The capitalized terms used in this License Agreement shall have the meanings as defined below or, if not defined below, as defined in the Asset Purchase Agreement.

Definitions. Capitalized terms used in this First Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Base Indenture.