Definitions

Definitions. (a) As used in this Agreement, each capitalized term set forth in Exhibit A shall have the meaning ascribed to it therein. (b) When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section, Exhibit or Schedule, respectively, of or attached to this Agreement unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words using the singular or plural also include the plural or singular, respectively, (b) the terms... "hereof," "herein," "hereby" and derivative or similar words refer to this entire Agreement, (c) the words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation," (d) the word "or" shall not be exclusive and shall be read to mean "and/or" and (e) any reference to dollars or "$" shall be to United States dollars. The Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. View More

Definitions. Terms used but not defined herein have the respective meanings given to such terms in the Receivables Financing Agreement.

Definitions. The following definitions shall apply for purposes of this Warrant: "Act" means the Securities Act of 1933, as amended. "Business Day" means a weekday on which banks are open for general banking business in San Francisco, California. "Change of Control" means a Deemed Liquidation Event (as defined in the Company's Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the "Restated Certificate")). "Company" shall include, in addition to the Company... identified in the opening paragraph of this Warrant, any corporation or other entity that succeeds to the Company's obligations under this Warrant, whether by permitted assignment, by merger or consolidation or otherwise. "Expiration Date" means 5:00 p.m. Pacific Time on December 11, 2029, or such earlier date and time on which this Warrant ceases to be exercisable as provided in Section 4 hereof. "Initial Public Offering" means a firm commitment underwritten public offering pursuant to an effective registration statement filed under the Act covering the offer and sale of the Company's Common Stock for the account of the Company. "Person" means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other entity or any governmental authority. "Securities" means collectively this Warrant and the Warrant Stock issuable upon exercise of this Warrant. "Total Warrant Shares" means 250,000 shares of Warrant Stock. "Vested Warrant Shares" means Warrant Shares that are vested pursuant to Section 2.1 below. "Warrant" means this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein. "Warrant Price" means $0.43 per share. The Warrant Price is subject to adjustment as provided herein. "Warrant Stock" means the Company's Common Stock, $0.0001 par value per share. The number and character of shares of Warrant Stock are subject to adjustment as provided herein and the term "Warrant Stock" shall include stock and other securities and property at any time receivable or issuable upon exercise of this Warrant taking into account all such adjustments. "Warrant Shares" means shares of the Warrant Stock. View More

Definitions. For purposes of this Sublease, the following terms shall have the meanings ascribed to them in this section. In addition, any term used in this Sublease that is not defined herein but is defined in the Master Lease shall have the meaning ascribed to it in the Master Lease.

Definitions. Terms used herein and not otherwise defined herein will have the meanings specified in the applicable Unit Award Agreement or as set forth below:

Definitions. Any and all initially capitalized terms used in this Waiver and Amendment without definition (including, without limitation, in the recitals to this Waiver and Amendment) shall have the respective meanings set forth for such terms in the Credit Agreement.

Definitions. The definitions set forth in this Agreement are for convenience only and shall have no bearing on the characterization of any agreement or qualification of any agreement for the protections afforded in 11 U.S.C. §§ 362, 546, 553, 555-561.

Definitions. (a) "Bank" means Eastern Bank and shall include its subsidiaries, affiliates and successors. (b) "Base Compensation" means Executive's annual rate of fixed salary as in effect immediately prior to termination of employment (without reduction for salary reduction contributions to any qualified or non-qualified employee benefit plan or fringe benefit plan) plus Executive's Incentive Award. (c) "Cause" for termination of Executive's employment by the Bank means: (1) any act of gross misconduct or... gross negligence by Executive which results in material harm to the Bank, whether monetarily or otherwise; (2) any act of dishonesty, disloyalty or fraud by Executive which results in material harm to the Bank, whether monetarily or otherwise; (3) Executive's conviction of, or plea of nolo contendere to, any felony or any crime involving moral turpitude; or (4) Executive's failure to perform a substantial portion of the duties of Executive's position adequately for a period of more than thirty (30) days after written notice from the Bank describing such failure. (d) "Code" means the Internal Revenue Code, as from time to time amended, and includes references to successor provisions thereof. (e) "Confidential Information," for purposes of this Agreement, includes without limitation, financial information, business plans, prospects, customer lists, and opportunities (such as lending relationships, financial product developments, or possible acquisition or dispositions of businesses or facilities) which have been discussed or considered by the management of the Bank or any of its affiliates, but does not include any information which has become part of the public domain by means other than Executive's nonobservance of Executive's obligations under this Agreement. (f) "Disability" means that Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank. (g) "Incentive Award" means Executive's annual target award under the Bank's Management Incentive Plan or any plan the Bank shall adopt as a successor to that program (the "MIP") for the year in which Executive's employment is terminated or, if higher, the average of Executive's annual incentive awards under the MIP for the two years prior to the year in which Executive's employment is terminated. (h) The use of gendered pronouns in this Agreement is for convenience of reference only. Where the context requires, "he" shall be interpreted as "he or she" and "his" shall be interpreted as "his or her." View More

Definitions. Any definitions contained in this Agreement shall include any necessarily corresponding definitions as the context may require. Any capitalized or otherwise defined term used in this Agreement shall have the meaning ascribed in this Agreement regardless of whether such meaning is ascribed earlier or later in this document than the reference in question.

Definitions. (a)"Affiliate" shall mean any (i) Subsidiary and (ii) any other entity other than the Corporation in an unbroken chain of entities beginning with the Corporation if, at the time of the granting of the option, each of the entities, other than the last entity in the unbroken chain, owns or controls 50 percent or more of the total ownership interest in one of the other entities in such chain. (b)"Board" shall mean the Board of Directors of the Corporation. (c)"Code" shall mean the Internal Revenue... Code of 1986, of the USA, as amended. Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code. (d)"Code Section 423 Plan" shall mean an employee stock purchase plan which is designed to meet the requirements set forth in Code Section 423. (e)"Committee" shall mean the committee appointed by the Board in accordance with Section 14 of the Plan. (f)"Common Stock" shall mean the Common Stock of the Corporation, or any stock into which such Common Stock may be converted. (g)"Compensation" shall mean an Employee's base cash compensation, commissions and shift premiums paid on account of personal services rendered by the Employee to the Corporation or a Designated Affiliate, but shall exclude payments for overtime, incentive compensation, incentive payments and bonuses, with any modifications determined by the Committee. The Committee shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis. (h)"Contributions" shall mean the payroll deductions (to the extent permitted under applicable local law) and other additional payments that the Corporation may allow to be made by a Participant to fund the exercise of options granted pursuant to the Plan if payroll deductions are not permitted under applicable local law. (i)"Corporation" shall mean HP Inc., a Delaware corporation. (j)"Designated Affiliate" shall mean an Affiliate that has been designated by the Committee as eligible to participate in the Plan with respect to its Employees. In the event the Designated Affiliate is not a Subsidiary, it shall be designated for participation in the Non-423 Plan. (k)"Employee" shall mean an individual classified as an employee (within the meaning of Code Section 3401(c) and the regulations thereunder or as otherwise determined under applicable local law) by the Corporation or a Designated Affiliate on the Corporation's or such Designated Affiliate's payroll records during the relevant participation period. Employees shall not include individuals whose customary employment is for not more than five (5) months in any calendar year (except those Employees in such category the exclusion of whom is not permitted under applicable local law) or individuals classified as independent contractors. (l)"Entry Date" shall mean the first Trading Day of the Offering Period. (m)"Fair Market Value" shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on the New York Stock Exchange on the date of determination if that date is a Trading Day, or if the date of determination is not a Trading Day, the last market Trading Day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable. (n)"Non-423 Plan" shall mean an employee stock purchase plan which does not meet the requirements set forth in Code Section 423. (o)"Offering Period" shall mean the period of six (6) 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, respectively. The duration and timing of Offering Periods may be changed or modified by the Committee. (p)"Participant" shall mean a participant in the Plan as described in Section 5 of the Plan. (q)"Plan" shall mean this Employee Stock Purchase Plan which includes: (i) a Code Section 423 Plan and (ii) a Non-423 Plan. (r)"Purchase Date" shall mean the last Trading Day of each Offering Period. (s)"Purchase Price" shall mean 95% of the Fair Market Value of a share of Common Stock on the Purchase Date; provided however, that the Purchase Price may be adjusted by the Committee pursuant to Section 7.4. (t)"Shareowner" shall mean a record holder of shares entitled to vote shares of Common Stock under the Corporation's by‐laws. (u)"Subsidiary" shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, as described in Code Section 424(f). (v)"Trading Day" shall mean a day on which U.S. national stock exchanges and the national market system are open for trading. View More