Definitions

Definitions. Capitalized terms used in this Amendment, but not otherwise herein defined, shall have the respective meanings given to them in the Credit Agreement.

Definitions. 1.1 General Terms. For purposes of this Agreement, the following terms shall have the following meanings: "Collateral" means all tangible and intangible assets of the Company, whether now owned or hereafter acquired, wherever located. "Event of Default" means any default or "Event of Default" under any of the Loan Documents. "First Priority Collateral" means all Collateral other than the Pari Passu Collateral, "First Priority Indebtedness" means the Indebtedness (i) owed by the Parent to Maxim... pursuant to Section 2 of the Maxim Note, (ii) the Indebtedness owed by SeaStar to LMFA pursuant to Section 2 of the LMFA Promissory Note and (iii) the Indebtedness owed by the Parent to Sponsor pursuant to Section 2 of the Sponsor Note; provided that, upon the occurrence of an Event of Default, none of the Indebtedness shall be deemed to be First Priority Indebtedness. "Indebtedness" means, with respect to any Creditor, all obligations and indebtedness of the Company to such Creditor under the respective Loan Documents, including, without limitation, all principal, interest, charges, expenses, and fees. "Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or other), setoff right, security agreement, or transfer intended as security. "Pari Passu Collateral" means all cash (other than cash that are proceeds of any Collateral that was non-cash and non-receivables) and receivables of the Company. "Pari Passu Indebtedness" means all Indebtedness other than the First Priority Indebtedness. "Remedies" means any action which results in the sale, foreclosure, replevin, realization upon, or a liquidation of any of the Collateral including, without limitation, the exercise of any of the rights or remedies of a "secured party" under Article 9 of the Uniform Commercial Code as in effect in Florida and in New York. "Secured Creditors" means LMFA and Sponsor. View More

Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan, unless otherwise indicated.

Definitions. For purposes of this PECA, the following terms have the meanings given below: (a) "Restricted Company" means The Boeing Company, General Dynamics Corporation, Northrop Grumman Corporation, the Raytheon Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L3Harris Technologies, Inc., Thales, Airbus Group, Inc., Textron, Inc., Leonardo SpA, Leidos Holdings, Inc., Space Exploration Technologies Corp., and (i) any entity directly or indirectly controlling, controlled by, or... under common control with any of the foregoing, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation, spin-off, split-up, acquisition, divestiture, or similar transaction, or as a result of a name change, and (iii), if the box at the beginning of this Section 6(a) is checked, any entity or business identified in Addendum A to this PECA. (b) "Competitive Products or Services" means products or services that compete with, or are an alternative or potential alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Company as of the Termination Date and at any time within the two-year period ending on the Termination Date; provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or business of the Company at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the subsidiary, business area, division or operating unit of the Company for which I had responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or business of the Company at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business area, division or operating unit of the Company for which I had access (or was required or permitted such access in the performance of my duties or responsibilities with the Company) to Confidential or Proprietary Information of the Company at any time during the two-year period ending on the Termination Date. View More

Definitions. For purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Share Exchange Agreement. When used in this Agreement, the following terms in all of their tenses, cases, and correlative forms shall have the meanings assigned to them in this Section 1. (a) "Beneficially Own" or "Beneficial Ownership" has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person's beneficial... ownership of securities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). For the avoidance of doubt, "Beneficially Own" and "Beneficial Ownership" shall also include record ownership of securities. (b) "Beneficial Owner" means the Person who Beneficially Owns the referenced securities. (c) "Board" means the board of directors of the Company. (d) "Law" means any local, county, state, federal, foreign or other constitution, law, statute, treaty, regulation, ordinance, code, common law or any rule, Order, decree, judgment, judicial consent, consent decree, edict, Permit, directive or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Governmental Body. View More

Definitions. (r)"Offering Period" means the periods established in accordance with Section 6 during which rights to purchase Shares may be granted pursuant to the Plan and Shares may be purchased on one or more Purchase Dates. The duration and timing of Offering Periods may be changed pursuant to Sections 6 and 17. (s)"Parent" means a parent corporation of the Company, whether now or hereafter existing, as "parent corporation" is defined in Section 424(e) of the Code. (t)"Participant" means an Eligible... Employee who elects to participate in the Plan. (u)"Plan" means this Elastic N.V. 2022 Employee Stock Purchase Plan, as may be amended from time to time. (v)"Purchase Date" means the last Trading Day of each Purchase Period (or such other Trading Day as the Administrator may determine). (w)"Purchase Period" means a period of time within an Offering Period, as may be specified by the Administrator in accordance with Section 6, generally beginning on the first Trading Day of each Offering Period and ending on a Purchase Date. An Offering Period may consist of one or more Purchase Periods. (x)"Purchase Price" means the purchase price at which Shares may be acquired on a Purchase Date and which shall be set by the Administrator; provided, however, that the Purchase Price for a Section 423 Offering shall not be less than eighty-five percent (85%) of the lesser of (i) the Fair Market Value of the Shares on the first Trading Day of the Offering Period or (ii) the Fair Market Value of the Shares on the Purchase Date. Unless otherwise determined by the Administrator prior to the commencement of an Offering Period, the Purchase Price shall be eighty-five percent (85%) of the lesser of (A) the Fair Market Value of the Shares on the first Trading Day of the Offering Period or (B) the Fair Market Value of the Shares on the Purchase Date. (y)"Section 423 Offering" has the meaning ascribed to it in Section 1. (z)"Shares" means the ordinary shares, par value €0.01 per share, of the Company, as adjusted in accordance with Section 16. (aa)"Subsidiary" means a subsidiary corporation of the Company, whether now or hereafter existing, as "subsidiary corporation" is defined in Section 424(f) of the Code. (ab)"Tax-Related Items" means any U.S. federal, state, and/or local taxes and/or any non-U.S. taxes (including, without limitation, income tax, social insurance contributions (or similar contributions)), payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax and any other tax or tax-related item arising in relation to the Participant's participation in the Plan and legally applicable to a Participant, including any employer liability for which the Participant is liable pursuant to Applicable Laws or an agreement entered into under the Plan. (ac)"Trading Day" means a day on which the principal exchange that Shares are listed on is open for trading. (ad)"U.S." means the United States of America. View More

Definitions. Capitalized terms used herein without other definition shall have the respective meanings herein assigned to such terms in the Loan.

Definitions. "Event of Default" shall have the meaning set forth in Section 5.1. 1 "Holder" or "Holders" means the person named above or any Person who shall thereafter become a recordholder of this Note in accordance with the terms hereof. "Issue Date" means the issue date stated above. "Maturity Date" shall mean the two (2) year anniversary of the Issue Date. "Note" means this Convertible Note, as amended, modified or restated. "New Round Stock" means, the securities (or units of securities if more than... one security are sold as a unit) issued by the Company in one or more tranches in the context of the Qualified Financing. "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof. "Qualified Financing" means the next equity or equity linked round of financing of the Company for cash proceeds. "Securities Act" means the United States Securities Act of 1933, as amended. View More

Definitions. Terms used herein and not defined below or elsewhere herein shall have the meanings set forth in the Credit Agreement. "Administrative Services Agreement" means that certain Administrative Services Agreement entered into by and between the ORCIC BC 9 LLC and the Service Provider, pursuant to which the Service Provider has agreed to provide certain non-discretionary administrative services to ORCIC B9 LLC. "Agreement" shall mean this Agreement, as amended from time to time. "Cause" shall have... the meaning set forth in Section 14. "Collateral Manager Breach" has the meaning set forth in Section 10(a). "Eligible Investments" means all any Cash Equivalent owned or invested in by the Borrower pursuant to the terms of the Credit Agreement. "Equity Security" means any security or debt obligation that at the time of acquisition, conversion or exchange does not satisfy one or more of the requirements of the definition of "Eligible Collateral Asset" and is not Cash or a Cash Equivalent. "Governing Instruments" shall mean the memorandum of association, articles of association and by-laws, if applicable, in the case of a corporation, the partnership agreement, in the case of a partnership, the limited liability company agreement and certificate of formation, in the case of a limited liability company or the trust agreement and (if applicable) certificate of trust, in the case of a trust. "Investment Advisers Act" means the United States Investment Advisers Act of 1940, as amended. "Majority of the Equity Interests" means the holders of at least 50.1% of the Borrower's Equity Interests. "Master Participation Agreement" means the master sale and participation agreement dated as of the date hereof by and among the Borrower and Owl Rock Core Income Corp. "Notice of Removal" shall have the meaning set forth in Section 14. "Obligor" means the issuer or the obligor or guarantor under a loan, as the case may be. "Related Person" shall mean with respect to any Person, the owners of the equity interests therein, directors, officers, employees, managers, agents and professional advisors thereof. "Responsible Officer" shall mean, with respect to any Person, any duly authorized director, officer or manager of such Person with direct responsibility for the administration of the applicable agreement and also, with respect to a particular matter, any other duly authorized director, officer or manager of such Person to whom such matter is referred because of such director's, officer's or manager's knowledge of and familiarity with the particular subject. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any Person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary. "Service Provider" means Owl Rock Capital Advisors LLC, in its role as Service Provider to the Collateral Manager pursuant to the Administrative Services Agreement. "Termination Notice" shall have the meaning set forth in Section 14. View More

Definitions. Unless otherwise defined herein, all capitalized terms used herein, including in preamble and the preliminary statements hereto, shall have the meanings assigned to such terms in the Amended Loan Agreement.