Definitions

Definitions. 1.2 Exercise Price. 3.4 Conditions to Issuance of Stock Certificates. 4.4 Responsibility for Taxes. 4.7 Insider Trading Restrictions/Market Abuse Laws. 94.10 Titles. 4.11 Governing Law; Choice of Venue. 4.13 Amendments, Suspension and Termination. 4.14 Successors and Assigns. 4.15 Limitations Applicable to Section 16 Persons. 4.17 Language. 4.18 Severability. 4.19 Exhibit B. 4.20 Imposition of Other Requirements. 4.21 Entire Agreement. 4.22 Section 409A. 4.23 Waiver.

Definitions. Section 1.1 of the Credit Agreement is hereby amended as follows: (i) The definition of "Consolidated EBITDA" is hereby amended by (A) revising clause (xi) as provided below and (B) adding an additional clause (xii) thereto as follows: (xi) any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss relating to write-offs, write-downs or reserves with respect to accounts receivable and inventory); plus (xii) one-time non-recurring costs... associated with the settlement of the Biostage Litigation; and (ii) A new definition of "Biostage Litigation" is added as follows: "Biostage Litigation" means the wrongful death complaint filed on behalf of an individual plaintiff related to an injury purported to have been caused by a product produced by a subsidiary of the Borrower, as disclosed to the Administrative Agent and the Lenders prior to the First Amendment Effective Date. View More

Definitions. Except as defined herein, unless otherwise required by the context, all terms used herein shall have the meanings assigned to such terms in the Agreement.

Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement: "Carried Interest" means distributions in respect of so-called carried interest, promote, or incentive allocation to a general partner or special limited partner of a Fund. For the avoidance of doubt, Carried Interest does not include performance earnings accounted for as fee- related earnings on the financial statements of any of the TPG OG... Partnerships (for example, performance earnings structured as a fee based upon portfolio appreciation as in TPG's TRTX REIT structure) and is reported as fee related earnings in PubCo's non-GAAP measures. "Carry Designation Rights" means any rights (however derived) to designate the recipients of Carried Interest. "Class A Share" means a share of voting "Class A Common Stock" as defined in the PubCo Charter. "Class B Share" means a share of "Class B Common Stock" as defined in the PubCo Charter. "Fund" means any investment fund, separately managed account or similar investment vehicle, together with its related parallel investment entities, alternative investment vehicles, co-investment vehicles or other special purpose vehicles, in each case, that pays performance allocations or performance fees. "Investor Parties" mean JC, CoulCo, DB, BondCo and NewCo. "Investor Rights Agreement" shall mean that certain Investor Rights Agreement, dated on or about the date hereof, by and between PubCo, TPG Partner Holdings, L.P. and the other parties thereto, as amended from time to time. "IPO" means the underwritten initial public offering by PubCo. "IPO Price" means the public offering price per Class A Share in the IPO (as disclosed on the cover of the final prospectus relating to the IPO). "Promote Allocation Agreement" means that certain Promote Allocation Agreement by and among, inter alia, the "GenPars" (as defined therein) and the Downstairs Promote Entity GPs (as defined therein). "PubCo Charter" means the Amended and Restated Certificate of Incorporation of PubCo, as the same may be amended, restated, modified, supplemented or replaced from time to time. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. "TPEP GenPar Interests" means the general partner interests of TPG TPEP Advisor in the following entities: TPG PEP Professionals GP, LP, TPG Public Equity Partners Long Opportunities-A, L.P., TPG Public Equity Partners-A, L.P., TPG TPEP Co-Invest (Cayman), L.P. and TPG TPEP Co-Invest L.P. "TPG Operating Group" means each of TPG Operating Group I, L.P., a Delaware limited partnership, TPG Operating Group II, L.P., a Delaware limited partnership and TPG Operating Group III, L.P., a Delaware limited partnership. View More

Definitions. Capitalized terms shall have the meanings set forth in Appendix A. Additional defined terms are included within the Plan.

Definitions. The following capitalized terms used herein have the following meanings. Capitalized terms used but not otherwise defined in this Agreement have the meaning ascribed to such terms in the Business Combination Agreement.

Definitions. Except as expressly set forth herein, the terms defined in the First Supplement and Second Supplement, including any terms therein incorporated therein from the Founders Agreement, have the same meanings when used in this Third Supplement.

Definitions. 2.2Term. 2.3Services. 2.4Service Levels. 2.6Fees and Payment Terms. 2.7Invoice Terms. 2.8Taxes. 2.9Additional Features: (a)For the avoidance of doubt, any Additional Feature used by the Channel Partner is deemed to form part of the Services. 3.2SMS Content. 3.3Phone Numbers. 3.4Affiliates. 3.5Resale of the Services. 3.6Marketing Guidelines: (a)In the event that TeleSign agree in writing to allow Channel Partner to resell TeleSign branded Services, Channel Partner shall be entitled to use... TeleSign's Proprietary Marks as part of such resale of TeleSign branded Services only, provided that Channel Partner shall: TeleSign Corporation – Confidential (i)strictly abide by any marketing guidelines and other instructions issued by TeleSign regarding the use of TeleSign's Proprietary Marks at all times; (ii)obtain TeleSign's prior written consent before issuing or publishing any new marketing materials, publications, or product documentation that uses any TeleSign Proprietary Marks; (iii)only use any approved marketing materials, publications or product documentation for the purpose approved by TeleSign; and (iv)cease using any marketing materials, publications or product documentation immediately upon request by TeleSign. 4.2Channel Partner Data. 4.3Consent. View More

Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Tax Receivable Agreement.

Definitions. Capitalized terms used in this Amendment Agreement shall have the respective meanings as set forth in the Loan Agreement.