Definitions

Definitions. (a) "Accelerated Vesting Date" means the later of the (i) Eligible Participant's Date of Termination, or (ii) effective date of the Eligible Participant's Separation Agreement and Release. (b) "Accrued Benefits" means any earned but unpaid salary, unpaid expense reimbursements and accrued but unused vacation or paid time off, if applicable, which amounts shall be paid to the Eligible Participant within the time required by law but in no event more than 30 days after the Date of Termination. (c)... "Administrator" means the Board or the Compensation Committee of the Board. (d) "Base Salary" means the higher of the Eligible Participant's annual base salary in effect immediately prior to (i) the Eligible Participant's Date of Termination or (ii) the Change in Control. (e) "Cause" means: (i) conduct constituting a material act of misconduct in connection with the performance of the Eligible Participant's duties to the Company, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) non-performance of the Eligible Participant's duties to the Company (other than by reason of the Eligible Participant's physical or mental illness, incapacity or disability) or repeated violations of the Eligible Participant's material responsibilities and material duties as determined in good faith by the Company and which has continued for more than 30 days following written notice, which notice shall specify in reasonable detail the performance problems and the actions required to cure such performance problems; (iv) a breach by the Eligible Participant of any of the material provisions contained in any written agreement by and between the Eligible Participant and the Company that, if curable, is not cured within 30 days after the Company notifies the Eligible Participant in writing that it believes the Eligible Participant has breached such material provision, which notice shall specify in reasonable detail such breach and the actions required to cure such breach; (v) the Eligible Participant's material violation of any of the Company's written employment policies that has continued for more than 30 days following written notice thereof, which notice shall specify in reasonable detail such violation and the actions required to cure such violation; or (vi) the Eligible Participant's failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the Eligible Participant's willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. (f) "Change in Control" means a Sale Event, as defined in the Company's 2018 Stock Option and Incentive Plan, as amended from time to time. (g) "Change in Control Period" means the two-year period immediately following a Change in Control. (h) "Code" means the Internal Revenue Code of 1986, as amended. (i) "Date of Termination" means the date that an Eligible Participant's employment with the Company (or any successor) ends. Notwithstanding the foregoing, an Eligible Participant's employment shall not be deemed to have been terminated solely as a result of the Eligible Participant becoming an employee of any subsidiary of the Company or any direct or indirect successor to the business or assets of the Company. (j) "Eligible Participants" means those executives or employees designated as such by the Administrator in its sole discretion, who are listed in Schedule C, attached hereto, as such schedule is amended by the Administrator from time to time, and who meet the eligibility requirements set forth in Section 3 of this Plan. (k) "Equity Awards" means all Stock Options, Time-Based Awards and Performance-Based Awards held by the Eligible Participants. (l) "Executive Team Participant" means each Eligible Participant who is not an NEO Participant who meets the eligibility requirements set forth in Section 3 of this Plan. (m) "Good Reason" means that the Eligible Participant has complied with the "Good Reason Process" following the occurrence of any of the following events: (i) a material diminution in the Eligible Participant's base salary, except for across-the-board salary reductions based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) a material diminution in the Eligible Participant's authority, duties, or responsibilities; (iii) a material change in the geographic location of the Company office where the Eligible Participant is principally employed and required to perform services for the Company, except for required travel on the Company's business to an extent substantially consistent with his or her present business travel obligations or the business travel obligations of any subsequent position at the Company occupied by the Eligible Participant; and (iv) any other action or inaction that constitutes a material breach by the Company of a written employment agreement between the Company and the Eligible Participant. 2 (n) "Good Reason Process" means that (i) the Eligible Participant reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Eligible Participant notifies the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (iii) the Eligible Participant cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy the condition; and (iv) notwithstanding such efforts, the Good Reason condition continues to exist. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Company does not cure the Good Reason condition during the Cure Period, then termination for Good Reason shall be deemed to have occurred on the 31st day after the Company received notice from the Eligible Participant pursuant to clause (ii). (o) "NEO Participant" means each Eligible Participant set forth on Schedule D attached hereto, as such schedule may be amended by the Administrator from time to time, and who meets the eligibility requirements set forth in Section 3 of this Plan. (p) "Participation Agreement" means an agreement between an Eligible Participant and the Company that acknowledges the Eligible Participant's participation in this Plan. (q) "Performance-Based Awards" means all then-outstanding stock options and other stock-based awards of the Company that are subject to performance-based vesting and for which achievement of the performance metrics has not been determined as of the Date of Termination. (r) "Stock Options" means all then-outstanding options to purchase common stock of the Company that are subject to time-based vesting. (s) "Target Bonus" means the Eligible Participant's target annual incentive compensation for the then-current year. (t) "Time-Based Awards" means all then-outstanding stock-based awards (including restricted stock awards and restricted stock unit awards) of the Company, other than Stock Options, that are subject solely to time-based vesting. View More

Definitions. All capitalized terms used herein without definitions shall have the respective meanings set forth in the Note. Unless otherwise defined herein, terms used herein that are defined in the Uniform Commercial Code as in effect from time to time in the State of Texas (the "UCC") shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

Definitions. All capitalized terms not otherwise defined herein shall have the meanings set forth in Part I of Appendix A to the Receivables Purchase Agreement, dated as of the date hereof (the "Receivables Purchase Agreement"), among Carvana, LLC as the seller and Carvana Receivables Depositor LLC as the purchaser. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

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.