Definitions

Definitions. Unless otherwise defined herein, capitalized terms or matters of construction defined or established in the Loan Agreement shall be applied herein as defined or established therein.

Definitions. Unless otherwise defined herein, including in the Definitions Appendix or any other Appendix, capitalized terms have the meanings provided in the Plan.

Definitions. Except as otherwise defined in this Amendment, capitalized terms in this Amendment have the meanings ascribed to such terms in the Agreement.

Definitions. Terms used as defined terms herein and not otherwise defined shall have the meanings provided therefor in the Purchase Agreement or the other Transaction Documents. In addition, subject to the terms and conditions herein, the Purchase Agreement as it pertains to the Holders is amended to include the following definitions: 2. Amendment of Debentures; Waivers. Subject to the terms and conditions herein, the Holders' Debentures are amended to, among other things, provide for the conversion thereof... at the option of each Holder into shares of Common Stock at a Conversion Price of $3.00 (subject to adjustment therein) and to extend the Maturity Date to April 21, 2021 and to provide for antidilution protection for certain equity issuances in Section 5(b) of the Debentures until such time that the Debentures are paid in full as provided therein and restated in their entirety as set forth in Exhibit A attached hereto (the "A&R Debentures"). The Company shall promptly deliver to the Holders their respective A&R Debentures, in each case in exchange for the surrender to the Company and cancellation of the Holders' original Debentures. In exchange therefor, the Holders hereby irrevocably waive (1) the Company's requirements to pay the Monthly Redemption on each of the Monthly Redemption Dates until August 1, 2020 and (2) any adjustments to the Conversion Price or the Exercise Price under Section 5(b) of the A&R Debentures and Section 3(b) of the A&R Warrants with respect, and only with respect, to the Company's issuance of the "Commitment Shares" described in Schedule 4.8 of the Disclosure Schedules furnished by the Company to the Holders in connection with this Agreement. View More

Definitions. Accumulated Shares means for a given trading day, the sum of (i) one (1) share and (ii) a cumulative number of shares, including the accumulated value of a company's dividends paid during the Performance Period, of a company's common shares purchased with dividends declared on a company's common shares, assuming same day reinvestment of the dividends in the common shares of a company at the closing price on the ex-dividend date, for ex-dividend dates between the first day of the period over... which the Beginning Average Stock Price is calculated and the trading day, appropriately adjusted to reflect stock splits, stock dividends, spin-offs and similar transactions. Average ROTCE means the three-year average ROTCE for the Performance Period. Beginning Average Stock Price means the average, over the twenty (20) consecutive trading days ending on the last trading day immediately preceding the first day of the Performance Period, of the closing price of a company's common shares multiplied by the Accumulated Shares for each trading day during the measurement period. Cumulative Adjusted EPS means the cumulative diluted earnings per share achieved for the Performance Period, adjusted to exclude one-time or unusual items as the Board or the Committee may determine, including without limitation, (i) any effect of a change in accounting principles; and (ii) the after-tax impact of merger-related costs (including adjustments to the allowance for loan losses), discontinued operations, unplanned executive costs, securities gains and branch closure costs. Ending Average Stock Price means the average, over the twenty (20) consecutive trading days ending on the last trading day of the Performance Period, of the closing price of a company's common shares multiplied by the Accumulated Shares for each trading day during the measurement period. Performance Period means the three-year period beginning January 1, 2020 and ending December 31, 2022. Relative ROTCE Percentile means the percentile rank of the Company's Average ROTCE relative to the Average ROTCE of the companies in the ROTCE Peer Group for the Performance Period. Relative ROTCE Percentile will be determined by ranking the Average ROTCE of the Company and each of the companies in the ROTCE Peer Group from highest to lowest, with the company having the highest Average ROTCE being assigned a rank of 1. The Company's Relative ROTCE Percentile shall be calculated using the equation below, where N is the total number of companies in the ROTCE Peer Group, including the Company, and R is the Company's ranking within the ROTCE Peer Group: A-1 Relative ROTCE Percentile = N – R N – 1 Relative TSR Percentile means the percentile rank of the Company's Total Shareholder Return relative to the Total Shareholder Return of the companies in the TSR Peer Group for the Performance Period. Relative TSR Percentile will be determined by ranking the Total Shareholder Return of the Company and each of the companies in the TSR Peer Group from highest to lowest, with the company having the highest Total Shareholder Return being assigned a rank of 1. The Company's Relative TSR Percentile shall be calculated using the equation below, where N is the total number of companies in the TSR Peer Group, including the Company, and R is the Company's ranking within the TSR Peer Group: Relative TSR Percentile = N – R N – 1 ROTCE means, for any fiscal year, net income attributable to common shareholders, adjusted to exclude (i) any effect of a change in accounting principles; and (ii) the after-tax impact of amortization of intangibles, merger-related costs (including adjustments to the allowance for loan losses), discontinued operations, and securities gains, divided by average tangible common equity. ROTCE Peer Group means the companies listed on Schedule I hereto. Total Shareholder Return or TSR shall mean the result obtained by using the following equation: TSR = (Ending Average Stock Price – Beginning Average Stock Price) Beginning Average Stock Price TSR Peer Group means the companies listed on Schedule II hereto. View More

Definitions. All capitalized terms used herein or in any certificate, report or other document delivered pursuant hereto shall has the meanings assigned to them below or as defined in the Note or in the Uniform Commercial Code as adopted in the State of New Jersey (the "NJ Code").

Definitions. Capitalized terms used but not otherwise defined herein all have the meanings assigned to them in the Credit Agreement, as amended hereby.

Definitions. Except as otherwise expressly provided herein, capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Existing Note Purchase Agreement. The interpretive provisions specified in subsection 1.3 of the Existing Note Purchase Agreement also apply to this Amendment mutatis mutandis.

Definitions. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture, as supplemented by the Thirteenth Supplemental Indenture.

Definitions. Each capitalized term used herein and not otherwise defined in this Amendment shall be defined in accordance with the Loan Agreement and Standstill Agreement, as applicable.