Definitions

Definitions. Defined terms used herein without definition have the meanings given them in the Agreement.

Definitions. The following definitions will apply for purposes of this Note. "Accreted Principal Amount" is defined in the introduction to this Note. 1 "Affiliate" of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person's senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person's managers and members.... "Applicable Rate" means the greater of the greater of (a) 0.13% and (b) the rate per annum rate equal to the London Interbank Offered Rate ("LIBOR") published by the Intercontinental Exchange Benchmark Administration Ltd. (the "Service") (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, as determined in a manner similar to the SLR Loan Agreement) for a term of one month, which determination shall be conclusive in the absence of manifest error; provided that if, at any time, such rate is no longer used in the determination of the ‘Applicable Rate' then the Applicable Rate shall be equal to an alternate benchmark rate and spread that replaces LIBOR in the SLR Loan Agreement unless the Holders otherwise notify the Issuer in which case the Holders and the Issuer shall agree on an alternate benchmark rate and spread (which may include SOFR, to the extent publicly available quotes of SOFR exist at the relevant time), giving due consideration to (i) market convention or (ii) selection, endorsement or recommendation by a Relevant Governmental Body. "Applicable Interest Rate" means the applicable interest rate set forth below. The Applicable Interest Rate shall reset monthly. From the Closing Date through the September 30, 2021 the Applicable Rate, plus 7.47% From and after September 30, 2021 through September 30, 2022 the Applicable Rate, plus 10.87% From and after September 30, 2022 through September 30, 2023 the Applicable Rate, plus 12.87% From and after September 30, 2023 through September 30, 2024 the Applicable Rate, plus 14.87% From and after September 30, 2024 through September 30, 2025 the Applicable Rate, plus 16.87% From and after September 30, 2025 through the Maturity Date the Applicable Rate, plus 18.87% "Bankruptcy Code" means the United States Bankruptcy Code as from time to time in effect. "Capital Raise" is defined in Section 2(b). "Closing Date" means March 26, 2021. 2 "Disqualified Person" means, on any date, (a) any Person designated by Issuer as a "Disqualified Person" by written notice delivered to the Holders on or prior to the date hereof and (b) any other Person that is a competitor of Issuer or any of its subsidiaries, which Person has been designated by Issuer as a "Disqualified Person" by written notice to the Issuer not less than two (2) Business Days prior to such date; provided that (i) Issuer may only provide a written notice pursuant to clause (b) once in any six month period, (ii) "Disqualified Persons" shall exclude any Person that the Issuer has designated as no longer being a "Disqualified Person" by written notice delivered to the Holders from time to time and (iii) the Holders shall have consented to such designation, such consent not to be unreasonably withheld or delayed. "Event of Default" is defined in Section 3. "Holder" and "Holders" are each defined in the introduction to this Note. "Issuer" is defined in the introduction to this Note. "Maturity Date" means the earliest to occur of (i) September 28, 2026, and (ii) the occurrence of a Change of Control. "Note" is defined in the introduction to this Note. "Note Balance" means, at a given time, the entire then-outstanding Accreted Principal Amount and any accrued but unpaid interest thereon. "Permitted Senior Refinancing Debt" is defined in Section 3(a). "Purchase Agreement" means that certain Membership Interest and Stock Purchase Agreement, dated as of March 26, 2021, by and among SOC, Access Physicians Management Services Organization, LLC, HEP AP-B Corp., the sellers party thereto, Health Enterprise Partners III, L.P. and AP Seller Rep, LLC, as representative of the sellers. "Senior Indebtedness" means all indebtedness of Issuer and its Affiliates with respect to the SLR Loan Agreement, whether now existing or hereafter arising, including all principal of and interest on such indebtedness, and all premiums, fees, expenses and other obligations owing by Issuer and its Affiliates in respect of such SLR Loan Agreement or any Permitted Senior Refinancing Debt. "SLR Acquisition Loans" means the Term A2 Loans (as defined in the SLR Loan Agreement) in an aggregate principal amount of $10,000,000 made to the Issuer pursuant to the SLR Loan Agreement on the date hereof, the proceeds of which are used by the Issuer, together with the proceeds from the issuance of this Note to consummate the purchase of certain assets pursuant to the Purchase Agreement. "SLR Loan Agreement" means that certain Loan and Security Agreement among Issuer, Specialists On Call, LLC, Avant Billing Services, Inc., JSA Health Corporation, JSA Health California, LLC, Access Physicians Management Services Organization, LLC and HEP AP-B Corp., SLR in its capacity as collateral agent and the lender parties thereto from time to time, dated as of the date hereof as the same may be amended, modified or restated from time to time in accordance with its terms. 3 "Subordinated Indebtedness" means the Note Balance and all other obligations of Issuer in respect of this Note, including costs of collection. View More

Definitions. All capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth on Exhibit A attached hereto.

Definitions. (a) Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

Definitions. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note Facility.

Definitions. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement or the Restated Credit Agreement (as defined below), as the context may require. The interpretive provisions specified in Section 1.3 of the Existing Credit Agreement also apply to this Amendment, mutatis mutandis.

Definitions. The following terms when used in the Plan shall, for the purposes of the Plan, have the following meanings: a. "Award" means the cash amount payable to a Participant for a Fiscal Year subject to the terms of the Plan. b. "Board" means the Board of Directors of The Allstate Corporation. c. "Business Unit" means any operating unit of The Allstate Corporation or any of its Subsidiaries, including but not limited to, the property and casualty business, the life business, the investments business,... or the international business. d. "Code" means the Internal Revenue Code of 1986, as amended. e. "Committee" means the committee designated pursuant to Section 3 that administers the Plan. f. "Company" means The Allstate Corporation. g. "Fiscal Year" means the calendar year. h. "Participant" means each employee of the Company or a Subsidiary who is selected by the Committee to be a participant in the Plan. i. "Performance Measures" means one or more measures of performance as determined by the Committee, including but not limited to: sales; revenues; premiums; financial product sales; earnings per share; stockholder return or value; funds from operations; operating income; gross income; net income; combined ratio; underwriting income; cash flow; return on equity; return on capital; return on assets; values of assets; market share; net earnings; earnings before interest; operating ratios; stock price; customer satisfaction; customer retention; customer loyalty; strategic business criteria based on meeting specified revenue goals, market penetration goals, investment performance goals, business expansion goals or cost targets; accomplishment of mergers, acquisitions, dispositions or similar extraordinary business transactions; profit returns and margins; financial return ratios; market performance; or risk-based capital goals or returns. Performance Measures may be based solely on a corporate, Subsidiary, Business Unit or other grouping basis, or a combination thereof. Performance Measures may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure. j. "Person" means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department. k. "Plan" means the Annual Executive Incentive Plan, as may be amended from time to time. l. "Retirement" unless otherwise provided by the Committee, means the date on which a Participant terminates employment with the Company and all Subsidiaries, if such termination occurs on or after the date the Participant attains age fifty-five (55) with ten (10) years of service, or age sixty (60) with five (5) years of service. m. "Section 16 Officer" means any Participant who is an "officer" of the Company or a Subsidiary as that term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended. n. "Subsidiary" means any corporation, business trust, limited liability company, or partnership with respect to which the Company owns, directly or indirectly, (a) more than 50% of the equity interests or partnership interests or (b) Voting Securities representing more than 50% of the aggregate Voting Power of the then-outstanding Voting Securities. o. "Voting Power" means the combined voting power of the then-outstanding Voting Securities entitled to vote generally in the election of directors. p. "Voting Securities" of a corporation means securities of such corporation that are entitled to vote generally in the election of directors of such corporation. View More

Definitions. (i) "Amendment No. 3" means Amendment No. 3 to Credit Agreement dated as of February 22, 2021, among the Borrowers, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent. (ii) "Amendment No. 3 Effective Date" has the meaning assigned to such term in Amendment No. 3. (b) Amended and Restated Definition. The definition of "Aggregate Revolving Commitment" contained in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety to read... in full as follows: "Aggregate Revolving Commitment" means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from time to time pursuant to the terms and conditions hereof. As of the Amendment No. 3 Effective Date, the Aggregate Revolving Commitment is $750,000,000." (c) Amended Definitions. The definitions of "Commitment", "Commitment Schedule", and "Revolving Commitment" contained in Section 1.01 of the Existing Credit Agreement are hereby amended to replace each reference to "Amendment No. 2 Effective Date" therein with "Amendment No. 3 Effective Date" in lieu thereof. View More

Definitions. As used in this Amendment, capitalized terms shall have the meaning ascribed to such terms in the Coinsurance Agreement, as follows or as elsewhere defined herein: "Policy" or "Policies" means those insurance policies of the Ceding Company listed in Schedule I attached hereto (including all supplements, endorsements, riders and ancillary agreements in connection therewith), which policies or other agreements (i) are in effect as of the Effective Date or (ii) became effective after the Effective... Date, including without limitation through (A) the reinstatement of lapsed policies pursuant to provisions therein or applicable law, or (B) the renewal thereof by the Ceding Company after the Effective Date to satisfy renewal rights under contractual provisions or applicable law. View More

Definitions. (c)"Confidential Information" means all information regarding the Company, its activities, businesses or customers which I learned as a result of my employment, that is valuable to the Company and that is not generally disclosed by practice or authority to persons not employed or otherwise engaged by the Company, but that does not rise to the level of a Trade Secret. "Confidential Information" shall include, but is not limited to, financial plans and data; legal affairs; management planning... information; business plans; acquisition plans; operational methods and technology; market studies; marketing plans or strategies; product development techniques or plans; customer lists; details of customer contracts; current and anticipated customer requirements and specifications; customer pricing and profitability data; past, current and planned research and development; employee-related information and new personnel acquisition plans. "Confidential Information" shall not include information that is or becomes generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company. However, although certain information may be generally known in the relevant industry, the fact that the Company uses such information may not be so known and in such instance the information would compromise Confidential Information. This definition shall not limit any definition of "confidential information" or any equivalent term under applicable state or federal law. View More