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Certain Defined Terms Clause Example with 6 Variations from Business Contracts
This page contains Certain Defined Terms clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Certain Defined Terms. For purposes of this Agreement: (a) The terms "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the "SEC") under the Exchange Act; provided that neither "Affiliate" nor "Associate" shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of Carlson Capital serves as a member of i...ts board of directors or similar governing body, unless Carlson Capital otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate. (b) "Beneficial Ownership" of Voting Securities means ownership of (i) Voting Securities and (ii) rights or options to own or acquire any Voting Securities (whether such right or option is exercisable immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such Person), compliance with regulatory requirements or otherwise). (c) "Net Long Position" shall mean such Person's net long position, as defined in Rule 14e-4 under the Exchange Act, mutatis mutandis, in respect of the Voting Securities. (d) "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. (e) "Synthetic Position" shall mean either of (i) any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities decreases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any decrease in the value of the Voting Securities or (ii) any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a 7 value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the Voting Securities, in each case of (i) and (ii), regardless of whether (x) such derivative conveys any voting rights in such Voting Securities to such Person or any of such Person's Affiliates, (y) such derivative is required to be, or capable of being, settled through delivery of such securities, or (z) such Person or any of such Person's Affiliates may have entered into other transactions that hedge the economic effect of such derivative. A Synthetic Position shall not include (1) any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) of the General Rules and Regulations under the Exchange Act or (2) to the extent it would result in duplication, any Voting Securities beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by such Person or its Affiliates or any Net Long Position held by such Person or its Affiliates. (f) "Voting Securities" shall mean the Common Shares, and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, Common Shares or other securities, whether or not subject to the passage of time or other contingencies.
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Found in
Vitamin Shoppe, Inc. contract
Variations of a "Certain Defined Terms" Clause from Business Contracts
Certain Defined Terms. For purposes of this Agreement: (a) The terms term "Affiliate" and "Associate" shall have the respective meanings meaning set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the "SEC") under the Exchange Act; provided that neither "Affiliate" nor "Associate" shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of Carlson Capital serves as ...a member of its board of directors or similar governing body, unless Carlson Capital otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate. Act. (b) "Beneficial Ownership" of Voting Securities "Voting Securities" means ownership of of: (i) Voting Securities and Securities, (ii) rights or options to own or acquire any Voting Securities (whether such right or option is exercisable immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such Person), person), compliance with regulatory requirements or otherwise). otherwise) and (iii) any other economic exposure to Voting Securities, including through any derivative transaction that gives any such person or any of such person's controlled Affiliates the economic equivalent of ownership of an amount of Voting Securities due to the fact that the value of the derivative is explicitly determined by reference to the price or value of Voting Securities, or which provides such person or any of such person's controlled Affiliates an opportunity, directly or indirectly, to profit, or to share in any profit, derived from any increase in the value of Voting Securities, in any case without regard to whether (x) such derivative conveys any voting rights in Voting Securities to such person or any of such person's Affiliates, (y) the derivative is required to be, or capable of being, settled through delivery of Voting Securities, or (z) such person or any of such person's Affiliates may have entered into other transactions that hedge the economic effect of such Beneficial Ownership of Voting Securities. 3 (c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (d) "Glenview Affiliate" shall mean all controlled Affiliates of the members of Glenview. (e) "Net Long Position" shall mean mean: such Person's person's net long position, position as defined in Rule 14e-4 under the Exchange Act, Act mutatis mutandis, mutandis in respect of the Voting Securities. (d) "Person" (f) The terms "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. (e) "Synthetic Position" (g) "SEC" shall mean either of (i) any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities decreases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any decrease in the value of the Voting Securities or (ii) any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a 7 value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the Voting Securities, in each case of (i) and (ii), regardless of whether (x) such derivative conveys any voting rights in such Voting Securities to such Person or any of such Person's Affiliates, (y) such derivative is required to be, or capable of being, settled through delivery of such securities, or (z) such Person or any of such Person's Affiliates may have entered into other transactions that hedge the economic effect of such derivative. A Synthetic Position shall not include (1) any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) of the General Rules and Regulations under the Exchange Act or (2) to the extent it would result in duplication, any Voting Securities beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by such Person or its Affiliates or any Net Long Position held by such Person or its Affiliates. (f) Commission. (h) "Voting Securities" shall mean the Common Shares, Stock, and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, for Common Shares Stock or other securities, whether or not subject to the passage of time or other contingencies.
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Found in
Tenet Healthcare Corp contract
Certain Defined Terms. For purposes of this Agreement: (a) "Advance Notice Deadline" means the advance notice deadline as determined pursuant to the Company's bylaws, as then in effect, for stockholders to nominate candidates for the annual meeting of stockholders following the 2021 annual meeting of stockholders (the "2022 Annual Meeting"). 14 (b) The terms "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 12b-2 promulgated by the United States Securities and Exchange Commission (the "S...EC") under the Exchange Act; provided that neither "Affiliate" nor "Associate" shall include Act. (c) "Beneficial Ownership" means having the right or ability to vote, cause to be voted or control or direct the voting of, any entity whose equity securities are registered under the Exchange Act (or are publicly traded Voting Securities (in each case whether directly or indirectly, including pursuant to any agreement, arrangement or understanding, whether or not in a foreign jurisdiction), solely by reason of the fact writing); provided, that a principal of Carlson Capital serves as a member of its board of directors or similar governing body, unless Carlson Capital otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity Person shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate. (b) deemed to have "Beneficial Ownership" of Voting Securities means ownership of (i) Voting Securities and (ii) rights or options to own or acquire any Voting Securities that such Person has a right, option or obligation to own, acquire or control or direct the voting of upon conversion, exercise, expiration, settlement or similar event (an "Exercise") under or pursuant to (i) any Derivative (whether such right or option Derivative is exercisable subject to Exercise immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether conditions) and (ii) any Synthetic Position that is required or not within the control of such Person), compliance with regulatory requirements permitted to be settled, in whole or otherwise). (c) "Net Long Position" shall mean such Person's net long position, as defined in Rule 14e-4 under the Exchange Act, mutatis mutandis, part, in respect of the Voting Securities. (d) "Competitor" means China Auto Rental (CAR Inc.), eHi Car Services Limited, Enterprise Holdings, Inc., Europcar Groupe SA, Hertz Global Holdings Inc., Sixt SE and any of their respective Affiliates. (e) "Nomination Notice" means the letter, dated February 21, 2020, delivered by SRS to the Company, giving notice to the Company of SRS's intent to nominate certain individuals to stand for election to the Board at the 2020 Annual Meeting. (f) "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. (e) (g) "Synthetic Position" shall mean either of (i) any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), index) (each of the foregoing, a "Derivative"), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities decreases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any decrease in the value of the Voting Securities or (ii) any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a 7 value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the Voting Securities, in each case of (i) and (ii), regardless of whether (x) such derivative (i) it conveys any voting rights in such Voting Securities to such Person or any of such Person's Affiliates, (y) such derivative Person, (ii) it is required to be, be or capable of being, settled through delivery being settled, in whole or in part, in Voting Securities or (iii) any Person (including the holder of such securities, or (z) such Person or any of such Person's Affiliates Synthetic Position) may have entered into other transactions that hedge its economic effect. (h) "Third Party" shall mean any Person other than the economic effect of such derivative. A Synthetic Position shall not include (1) any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) of the General Rules Company, SRS and Regulations under the Exchange Act or (2) to the extent it would result in duplication, any Voting Securities beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by such Person or its their respective Affiliates or any Net Long Position held by such Person or its Affiliates. (f) and representatives. 15 (i) "Voting Securities" shall mean the Common Shares, Stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, Common Shares or other securities, whether or not subject to the passage of time or other contingencies. directors.
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Found in
Avis Budget Group contract
Certain Defined Terms. For purposes of this Agreement: (a) The terms term "Affiliate" and "Associate" shall have the respective meanings meaning set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the "SEC") under the Exchange Act; provided that neither "Affiliate" nor "Associate" shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of Carlson Capital serves as ...a member of its board of directors or similar governing body, unless Carlson Capital otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate. Act. (b) "Beneficial Ownership" of Voting Securities "Voting Securities" means ownership of of: (i) Voting Securities and Securities, (ii) rights or options to own or acquire any Voting Securities (whether 9 such right or option is exercisable immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such Person), person), compliance with regulatory requirements or otherwise). otherwise) and (iii) any other economic exposure to Voting Securities, including through any derivative transaction that gives any such person or any of such person's controlled Affiliates the economic equivalent of ownership of an amount of Voting Securities due to the fact that the value of the derivative is explicitly determined by reference to the price or value of Voting Securities, or which provides such person or any of such person's controlled Affiliates an opportunity, directly or indirectly, to profit, or to share in any profit, derived from any increase in the value of Voting Securities, in any case without regard to whether (x) such derivative conveys any voting rights in Voting Securities to such person or any of such person's Affiliates, (y) the derivative is required to be, or capable of being, settled through delivery of Voting Securities, or (z) such person or any of such person's Affiliates may have entered into other transactions that hedge the economic effect of such Beneficial Ownership of Voting Securities. (c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (d) "Net Long Position" shall mean mean: such Person's person's net long position, position as defined in Rule 14e-4 under the Exchange Act, Act mutatis mutandis, mutandis in respect of the Voting Securities. (d) "Person" (e) The terms "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. (e) "Synthetic Position" (f) "SEC" shall mean either of (i) any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities decreases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any decrease in the value of the Voting Securities or (ii) any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a 7 value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the Voting Securities, in each case of (i) and (ii), regardless of whether (x) such derivative conveys any voting rights in such Voting Securities to such Person or any of such Person's Affiliates, (y) such derivative is required to be, or capable of being, settled through delivery of such securities, or (z) such Person or any of such Person's Affiliates may have entered into other transactions that hedge the economic effect of such derivative. A Synthetic Position shall not include (1) any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) of the General Rules and Regulations under the Exchange Act or (2) to the extent it would result in duplication, any Voting Securities beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by such Person or its Affiliates or any Net Long Position held by such Person or its Affiliates. (f) Commission. (g) "Voting Securities" shall mean the Common Shares, Stock, and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, for Common Shares Stock or other securities, whether or not subject to the passage of time or other contingencies.
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Found in
Tenet Healthcare Corp contract
Certain Defined Terms. For purposes of this Agreement: (a) "Advance Notice Deadline" means the advance notice deadline as determined pursuant to the Company's bylaws, as then in effect, for stockholders to nominate candidates for the annual meeting of stockholders following the 2024 annual meeting of stockholders (the "2025 Annual Meeting"). (b) The terms "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 12b-2 promulgated by the United States Securities and Exchange Commission (the "SEC"...) under the Exchange Act; provided that neither "Affiliate" nor "Associate" shall include Act. (c) the terms "Beneficial Ownership" and "Beneficially Own" (and similar terms) means having the right or ability to vote, cause to be voted or control or direct the voting of, any entity whose equity securities are registered under the Exchange Act (or are publicly traded Voting Securities (in each case whether directly or indirectly, including pursuant to any agreement, arrangement or understanding, whether or not in a foreign jurisdiction), solely by reason of the fact writing); provided, that a principal of Carlson Capital serves as a member of its board of directors or similar governing body, unless Carlson Capital otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity Person shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate. (b) deemed to have "Beneficial Ownership" of Voting Securities means ownership of (i) Voting Securities and (ii) rights or options to own or acquire any Voting Securities that such Person has a right, option or obligation to own, acquire or control or direct the voting of upon conversion, exercise, expiration, settlement or similar event (an "Exercise") under or pursuant to (i) any Derivative (whether such right or option Derivative is exercisable subject to Exercise immediately or only after the passage -14- of time or upon the satisfaction of one or more conditions (whether conditions) and (ii) any Synthetic Position that is required or not within the control of such Person), compliance with regulatory requirements permitted to be settled, in whole or otherwise). (c) "Net Long Position" shall mean such Person's net long position, as defined in Rule 14e-4 under the Exchange Act, mutatis mutandis, part, in respect of the Voting Securities. (d) "Competitor" means China Auto Rental (CAR Inc.), eHi Car Services Limited, Enterprise Holdings, Inc., Europcar Groupe SA, Hertz Global Holdings Inc., Sixt SE and any of their respective Affiliates. (e) "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. (e) (f) "Synthetic Position" shall mean either of (i) any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), index) (each of the foregoing, a "Derivative"), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities decreases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any decrease in the value of the Voting Securities or (ii) any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a 7 value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the Voting Securities, in each case of (i) and (ii), regardless of whether (x) such derivative (i) it conveys any voting rights in such Voting Securities to such Person or any of such Person's Affiliates, (y) such derivative Person, (ii) it is required to be, be or capable of being, settled through delivery being settled, in whole or in part, in Voting Securities or (iii) any Person (including the holder of such securities, or (z) such Person or any of such Person's Affiliates Synthetic Position) may have entered into other transactions that hedge its economic effect. (g) "Third Party" shall mean any Person other than the economic effect of such derivative. A Synthetic Position shall not include (1) any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) of the General Rules Company, SRS and Regulations under the Exchange Act or (2) to the extent it would result in duplication, any Voting Securities beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by such Person or its their respective Affiliates or any Net Long Position held by such Person or its Affiliates. (f) and representatives. (h) "Voting Securities" shall mean the Common Shares, Stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, Common Shares or other securities, whether or not subject to directors. (i) "Agreement Date" shall mean the passage date of time or other contingencies. effectiveness of the Agreement, which is December 23, 2022.
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Found in
Avis Budget Group contract
Certain Defined Terms. For purposes of this Agreement: (a) The terms "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 12b-2 promulgated by the United States Securities and Exchange Commission (the "SEC") under the Exchange Act; provided that neither "Affiliate" nor "Associate" shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of Carlson Capital serves as... a member of its board of directors or similar governing body, unless Carlson Capital otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate. Act. 12 (b) "Beneficial Ownership" of Voting Securities means ownership of (i) Voting Securities and (ii) rights having the right or options ability to own vote, cause to be voted or acquire control or direct the voting of, any Voting Securities (in each case whether directly or indirectly, including pursuant to any agreement, arrangement or understanding, whether or not in writing); provided, that a Person shall be deemed to have "Beneficial Ownership" of any Voting Securities that such Person has a right, option or obligation to own, acquire or control or direct the voting of upon conversion, exercise, expiration, settlement or similar event (an "Exercise") under or pursuant to (i) any Derivative (whether such right or option Derivative is exercisable subject to Exercise immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether conditions) and (ii) any Synthetic Position that is required or not within the control of such Person), compliance with regulatory requirements permitted to be settled, in whole or otherwise). (c) "Net Long Position" shall mean such Person's net long position, as defined in Rule 14e-4 under the Exchange Act, mutatis mutandis, part, in respect of the Voting Securities. (c) "Competitor" means China Auto Rental (CAR Inc.), eHi Car Services Limited, Enterprise Holdings, Inc., Europcar Groupe SA, Hertz Global Holdings Inc., Sixt SE and any of their respective Affiliates. (d) "Inside SRS Directors" means Brian Choi and Jagdeep Pahwa. (e) "Nomination Notice" means the letter, dated February 14, 2018, delivered by SRS to the Company, giving notice to the Company of SRS's intent to nominate certain individuals to stand for election to the Board at the 2018 Annual Meeting. (f) "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. (e) (g) "Synthetic Position" shall mean either of (i) any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), index) (each of the foregoing, a "Derivative"), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities decreases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any decrease in the value of the Voting Securities or (ii) any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a 7 value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the Voting Securities, in each case of (i) and (ii), regardless of whether (x) such derivative (i) it conveys any voting rights in such Voting Securities to such Person or any of such Person's Affiliates, (y) such derivative Person, (ii) it is required to be, be or capable of being, settled through delivery being settled, in whole or in part, in Voting Securities or (iii) any Person (including the holder of such securities, or (z) such Person or any of such Person's Affiliates Synthetic Position) may have entered into other transactions that hedge its economic effect. (h) "Third Party" shall mean any Person other than the economic effect of such derivative. A Synthetic Position shall not include (1) any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) of the General Rules Company, SRS and Regulations under the Exchange Act or (2) to the extent it would result in duplication, any Voting Securities beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by such Person or its their respective Affiliates or any Net Long Position held by such Person or its Affiliates. (f) and representatives. (i) "Voting Securities" shall mean the Common Shares, Stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, Common Shares or other securities, whether or not subject to the passage of time or other contingencies. directors.
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Found in
Avis Budget Group contract
Certain Defined Terms. For purposes of this Agreement: (a) The terms "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 12b-2 promulgated by the United States Securities and Exchange Commission (the "SEC") under the Exchange Act; provided that neither "Affiliate" nor "Associate" shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of Carlson Capital serves as... a member of its board of directors or similar governing body, unless Carlson Capital otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate. Act. (b) "Beneficial Ownership" means ownership of Voting Securities means ownership of (i) Voting Securities and (ii) rights or options to own or acquire any Voting Securities (whether in a manner which provides such owner with the right or option is exercisable immediately ability to vote, cause to be voted or only after control or direct the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of voting of, such Person), compliance with regulatory requirements or otherwise). (c) "Net Long Position" shall mean such Person's net long position, as defined in Rule 14e-4 under the Exchange Act, mutatis mutandis, in respect of the Voting Securities. (c) "Competitor" means eHi Car Services Limited, Enterprise Holdings, Inc., Europcar Groupe SA, Hertz Global Holdings Inc., Sixt SE and any of their respective Affiliates. (d) "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. (e) "Synthetic Long Position" shall mean either of (i) any short sale or any purchase, sale or grant of transaction involving any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put "swap" transaction with respect to any security, other than a broad based market basket or call option index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the Voting Securities, in each case regardless of whether (i) such derivative conveys any voting rights in such Voting Securities to such Person or any of such Person's Affiliates, (ii) such derivative is required to be, or capable of being, settled through delivery of such securities or (iii) such Person or any of such Person's Affiliates may have entered into other transactions that hedge the economic effect of such derivative. (f) "Synthetic Short Position" shall mean any transaction involving any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities decreases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from 8 any decrease in the value of the Voting Securities or (ii) any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any put or call option or "swap" transaction with respect to any security, other than a broad based market basket or index), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Voting Securities or a 7 value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Voting Securities and that increases in value as the market price or value of the Voting Securities increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the Voting Securities, in each case of (i) and (ii), regardless of whether (x) (i) such derivative conveys any voting rights in such Voting Securities to such Person or any of such Person's Affiliates, (y) (ii) such derivative is required to be, or capable of being, settled through delivery of such securities, securities or (z) (iii) such Person or any of such Person's Affiliates may have entered into other transactions that hedge the economic effect of such derivative. A (g) "Synthetic Net Long Position" shall mean the excess, if any, of a Person's Synthetic Long Position over such Person's Synthetic Short Position. (h) "Third Party" shall not include (1) mean any interests, rights, options or Person other securities set forth in Rule 16a-1(c)(1)-(5) or (7) than the Company, SRS and their respective Affiliates and representatives. (i) "Total Net Long Position" shall mean, without duplication, the sum of the General Rules and Regulations under the Exchange Act or (2) to the extent it would result in duplication, any a Person's (i) Beneficial Ownership of Voting Securities beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by such Person or its Affiliates or any and (ii) Synthetic Net Long Position held by such Person or its Affiliates. (f) in Voting Securities. (j) "Voting Securities" shall mean the Common Shares, Stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, Common Shares or other securities, whether or not subject to the passage of time or other contingencies. directors.
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Found in
Avis Budget Group contract