Grouped Into 25 Collections of Similar Clauses From Business Contracts
This page contains Certain Defined Terms clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; for the avoidance of doubt, "subsidiary" does not include Mountain Valley Pipeline, LLC.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; for the avoidance of doubt, "subsidiary" does not include Mountain Valley Pipeline, LLC. Equitrans Midstream Co...rporation or its subsidiaries. View More
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the terms "affiliate" and "significant subsidiary" have the meanings ascribed thereto in Rule 405 under the Securities Act and (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the terms "affiliate" and "significant subsidiary" have the meanings ascribed thereto in Rule 405 under the Securities Act and (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City. Act.
Certain Defined Terms. As used in this Agreement, the following terms shall be defined as follows: (a) "Cause" shall mean that one or more of the following has occurred: (i) you have committed a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (ii) you have engaged in acts of fraud, dishonesty or other acts of material misconduct in the course of your duties; (iii) your abuse of narcotics or alcohol that ha...s or may reasonably harm the Company; (iv) any violation by you of the Company's written policies; (v) your failure to perform or uphold your duties and/or you fail to comply with reasonable directives of the Company's Chief Executive Officer or Board of Directors, as applicable; or (vi) any breach by you of any provision of Section 6, or any material breach by you of this Agreement or any other contract you are a party to with the Company. (b) "Disability" shall mean a physical or mental impairment which renders you unable to perform the essential functions of your employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by federal or state law, in which case that longer period would apply. (c) "Separation from Service" occurs when you die, retire, or otherwise have a termination of employment with the Company that constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.View More
Certain Defined Terms. As used in this Agreement, the following terms shall be defined as follows: (a) "Cause" shall mean that one or more of the following has occurred: (i) you have committed been convicted of or pleaded no contest to a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (ii) you have engaged in acts of fraud, dishonesty or other acts of material misconduct in the course of your duties; (iii)... your abuse of narcotics or alcohol that has or may reasonably harm the Company; (iv) any violation by you of the Company's written policies; (v) your failure to perform or uphold your duties and/or you fail to comply with reasonable directives of the Company's Chief Executive Officer or Parent's Board of Directors, as applicable; or (vi) any breach by you of any provision of Section 6, or any material breach by you of this Agreement or any other contract you are a party to with the Company. (b) "Disability" shall mean a physical or mental impairment which renders you unable to perform the essential functions of your employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by federal or state law, in which case that longer period would apply. 4 (c) "Separation from Service" occurs when you die, retire, or otherwise have a termination of employment with the Company that constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. (d) "Good Reason" shall mean the following events without your express written consent: (i) the assignment to you by the Board of any duties or responsibilities which are materially inconsistent with your position as President and Chief Executive Officer or a material reduction in duties and responsibilities exercised by you, or a loss of the title of President and/or Chief Executive Officer, except in connection with the termination of employment for Cause or Disability or death, or (ii) any material breach by the Company of any provision of this Agreement which is not cured to your reasonable satisfaction within thirty (30) days after written notice has been provided to the Company. View More
Certain Defined Terms. In addition to the terms defined above, the following terms shall have the following meanings: "Act" means the Securities Act of 1933, as amended. "Affiliate" means, with respect to any specified person, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person, including, without limitation, any direct or indirect subsidiary of such person that is at least 50% controlled by such person, general partner, officer, dire...ctor or manager of such person and any venture capital or other -3- investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such person. "Common Stock" means the Company's common stock, par value $0.001 per share. "FINRA" means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto. "Investor Maximum Allocated Shares" means the number of shares of Common Stock equal to $2.5 million divided by the Qualified IPO price per share. "Investors' Rights Agreement" shall mean that certain Sixth Amended and Restated Investors' Rights Agreement dated as of the date hereof, among the Company, the Series F Investors and certain other parties thereto, as amended or restated from time to time. "1934 Act" means the Securities Exchange Act of 1934, as amended. "Qualified IPO" means the Company's first firm commitment underwritten public offering of its Common Stock under the Act, provided that such offering results in aggregate gross cash proceeds to the Company of not less than $100,000,000 in the aggregate. "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document. "SEC" means the Securities and Exchange Commission. "Securities Laws and Regulations" means (i) all applicable federal, state or other securities laws (including but not limited to the Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the 1934 Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, the Investor or any underwriter participating in the Qualified IPO, as applicable.View More
Certain Defined Terms. In addition to the terms defined above, elsewhere in this Agreement, the following terms shall have the following meanings: "Act" means the Securities Act of 1933, as amended. 1.1 "Affiliate" means, with respect to any specified person, Person, any other person who or which, Person who, directly or indirectly, controls, is controlled by, or is under common control with such specified person, Person, including, without limitation, any direct or indirect subsidiary of such person that is at least ...50% controlled by such person, general partner, managing member, officer, director or manager trustee of such person and Person, or any venture capital fund or other -3- registered investment fund company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or is under common shares the same management company or investment management adviser with, such person. "Common Stock" Person. For purposes of this definition, the term "control", when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by contract or otherwise; provided, for the avoidance of doubt, that a Person owning or controlling a minority interest in another Person by means of a minority investment (or a functional equivalent which would reasonably be understood to represent a minority investment or minority interest in a partnership or other entity) shall not be deemed to "control" such other Person. 1.2 "Board" means the Company's common stock, par value $0.001 per share. board of directors. 1.3 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 1.4 "FINRA" means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto. 1.5 "Investor Maximum Allocated Shares" means a number of shares of Common Stock equal to the greater of (i) the number of shares of Common Stock equal to $2.5 million $10,000,000 divided by the Qualified IPO price per share. share to the public in the IPO (as defined below) and (ii) the total number of shares sold in the IPO (excluding any shares sold or to be sold pursuant to any over-allotment or green shoe option) by the Company, multiplied by Investor's percentage equity ownership of the Company (calculated in each case on an as-converted and fully diluted basis, but excluding any shares underlying any warrants or requiring additional payments to receive the underlying Common Stock upon exercise) immediately prior to the consummation of the IPO. 1.6 "Investors' Rights Agreement" shall mean that certain Sixth Amended and Restated Investors' Rights Agreement Agreement, dated as of on or around the date hereof, by and among the Company, the Series F Investors Investor and certain other parties thereto, as may be amended or restated from time to time. "1934 Act" means the Securities Exchange Act of 1934, as amended. "Qualified IPO" 1.7 "IPO" means the Company's first firm commitment underwritten public offering of its Common Stock under the Act, provided that such offering results in aggregate gross cash proceeds Securities Act. 1.8 "IPO Participation Right" shall mean the right of Investor to the Company of not less than $100,000,000 purchase shares in the aggregate. IPO pursuant to Section 2 herein. 1.9 "Person" means any individual, corporation, partnership, trust, limited liability company, association or other entity. 1.10 "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document. 1.11 "SEC" means the Securities and Exchange Commission. 1.12 "Securities Act" means the Securities Act of 1933, as amended. 1.13 "Securities Laws and Regulations" means (i) all applicable federal, state or other securities laws (including but not limited to the Securities Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the 1934 Exchange Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, the Investor or any underwriter participating in the Qualified IPO, as applicable. View More
Certain Defined Terms. For purposes of this Agreement: (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act. (b) "Associate" shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act. (c) "Beneficially Own," "Beneficial Owner", and "Beneficial Ownership" shall have the same meaning as set forth in Rule 13d-3 under the Exchange Act. (d) "Disinterested Directors" means the members of the Board who are not Associates or Affiliates ...of Shareholder or any Shareholder Affiliate and who have not been nominated to serve on the Board by Shareholder or any Shareholder Affiliate or any of their respective Affiliates, Associates or any persons with whom any such person has formed a "group" (within the meaning of Section 13(d)(3) of the Exchange Act). (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (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. (g) The term "Public Listing" shall have the meaning set forth in the Amended and Restated Bylaws of the Company as of the date hereof. 8 (h) "SEC" shall mean the Securities and Exchange Commission. (i) "Voting Securities" shall mean the Common 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 Stock or other securities entitled to vote in the election of directors, whether or not subject to the passage of time or other contingencies.View More
Certain Defined Terms. For purposes of this Agreement: (a) The term "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act. (b) "Associate" shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act. (c) "Beneficially Own," "Beneficial Owner", and "Beneficial Ownership" shall have the same meaning as set forth in Rule 13d-3 under the Exchange Act. (d) "Disinterested Directors" means the members of the Board who are not Associates or Af...filiates of Shareholder or any Shareholder Affiliate and who have not been nominated to serve on the Board by Shareholder or any Shareholder Affiliate or any of their respective Affiliates, Associates or any persons with whom any such person has formed a "group" (within the meaning of Section 13(d)(3) of the Exchange Act). (e) (c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (f) (d) 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. (g) The term "Public Listing" shall have the meaning set forth in the Amended and Restated Bylaws of the Company as of the date hereof. 8 (h) (e) "SEC" shall mean the Securities and Exchange Commission. (i) (f) "Voting Securities" shall mean the Common 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 Stock or other securities entitled to vote in the election of directors, whether or not subject to the passage of time or other contingencies. View More
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day (i) other than a day on which banks are permitted or required to be closed in New York City or the City of London and (ii) that is a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the "TARGET2 system"), or any successor thereto, operates; (c) the ...term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.View More
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; and (b) the term "business day" means any day (i) other than a day on which banks are permitted or required to be closed in New York City or the City of London London, and (ii) that is a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the "TARGET2 system"), TARGET2 system), or any successo...r thereto, operates; (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act. operates. View More
Certain Defined Terms. The terms which follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Agreement" shall mean this Underwriting Agreement including all schedules attached hereto and made a part hereof. "Applicable Time of Sale" shall mean ., 4:45 p.m. Eastern Time on June 11, 2014 "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above con...tained in the Registration Statement at the Effective Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Prospectus, including the Base Prospectus, as amended and supplemented to the Applicable Time of Sale, (ii) any Issuer Free Writing Prospectus, (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) and the information included on Schedule 7 hereto. 18 Notwithstanding any provision hereof to the contrary, each document included in the Disclosure Package shall be deemed to include all documents incorporated therein by reference, whether any such incorporated document is filed before or after the document into which it is incorporated, so long as the incorporated document is filed before the Applicable Time of Sale. "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Final Prospectus" shall mean the prospectus supplement relating to the Shares that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "FINRA" shall mean The Financial Industry Regulatory Authority. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "Issuer Free Writing Prospectus" shall mean any "issuer free writing prospectus" as defined in Rule 433 under the Act. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Shares and the offering thereof and is used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on the Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date or the Additional Closing Date, shall also mean such registration statement as so amended, as the case may be. "Rule 158," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424," "Rule 430B" and "Rule 462" refer to such rules under the Act. "Rule 430B Information" shall mean information with respect to the Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430B. "Significant Subsidiary" shall have the meaning ascribed to such term in Regulation S-X under the Act. "Transaction Documents" shall mean this Agreement, the Forward Sale Agreements and the Additional Forward Sale Agreements.View More
Certain Defined Terms. The terms which follow, when used in For purposes of this Agreement, except where otherwise expressly provided, the following terms shall have the meanings indicated. "Act" "affiliate" shall mean have the Securities Act of 1933, as amended, and meaning set forth in Rule 405 under the rules and regulations of the Commission promulgated thereunder. "Agreement" shall mean this Underwriting Agreement including all schedules attached hereto and made a part hereof. "Applicable Time of Sale" shall mean... ., 4:45 p.m. Eastern Time on June 11, 2014 Act. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Time. "Business Day" Date. "business day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable regulations promulgated thereunder. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Prospectus, including the Base Prospectus, as amended and supplemented to the Applicable Time of Sale, (ii) any Issuer Free Writing Prospectus, (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) and the information included on Schedule 7 hereto. 18 Notwithstanding any provision hereof to the contrary, each document included in the Disclosure Package shall be deemed to include all documents incorporated therein by reference, whether any such incorporated document is filed before or after the document into which it is incorporated, so long as the incorporated document is filed before the Applicable Time of Sale. "Effective Date" shall mean each date and time that the Registration Statement, Statement and any post-effective amendment or amendments thereto became or becomes become effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 22 "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Final Prospectus" Prospectus Supplement" shall mean the prospectus supplement relating to the Shares that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "FINRA" "Free Writing Prospectus" shall mean The Financial Industry Regulatory Authority. "Investment Company Act" a free writing prospectus, as defined in Rule 405. "Initial Sale Time" shall mean 8 a.m. (Eastern time) on the Investment Company Act date of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. this Placement Agency Agreement. "Issuer Free Writing Prospectus" shall mean any "issuer an issuer free writing prospectus" prospectus, as defined in Rule 433. under the Act. "Preliminary Prospectus" Prospectus Supplement" shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Shares and the offering thereof and is used prior to the filing of the Final Prospectus, Prospectus Supplement, together with the Base Prospectus. "Pricing Disclosure Package" shall mean (i) the Base Prospectus, (ii) the pricing information set forth in Exhibit B hereto, (iii) the Issuer Free Writing Prospectuses, if any, identified in Annex A hereto and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package. "Prospectus Delivery Period" shall mean such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Placement Agents a prospectus for the Shares is required by law to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of Shares by any Placement Agent or dealer. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, statements, as amended on the each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date or the Additional Closing Date, shall also mean such registration statement as so amended, as the case may be. amended. "Rule 158," 158", "Rule 164," 163", "Rule 172," 164", "Rule 405," 172", "Rule 415," 405", "Rule 424," 415", "Rule 430B" 424", "Rule 433", "Rule 456" and "Rule 462" 457" refer to such rules under the Act. "Rule 430B Information" shall mean information with respect to the Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430B. "Significant Subsidiary" "Subsidiary" shall have the meaning ascribed to such term set forth in Regulation S-X Rule 405 under the Act. "Transaction Documents" shall mean this Agreement, the Forward Sale Agreements and the Additional Forward Sale Agreements.View More
Certain Defined Terms. When used in this Agreement, the following terms have the meanings specified below: 6.1 "Annual EPS Target" shall mean a target for consolidated fully-diluted earnings-per-share ("EPS") on OraSure common stock for the year ending December 31, of [EPS 3 TARGET]; provided that in determining whether the Annual EPS Target has been met, OraSure's fully-diluted consolidated earnings-per-share, as reported in its audited financial statements for the year ended December 31, , shall be adjusted, as dete...rmined by the Board, to (i) reflect foreign exchange rate(s) used in OraSure's Operating Plan for ; (ii) exclude the financial impact of mergers, acquisitions, divestitures and new legal proceedings during ; (iii) exclude the financial impact resulting from changes in the Company's strategic collaborations or restructuring charges resulting from changes in business strategy during ; and (iv) exclude the impact of any new share repurchases or equity financings by OraSure during . 6.2 "Cause" shall have the meaning set forth in the Employment Agreement. 6.3 "Change of Control" shall have the meaning set forth in the Employment Agreement. 6.4 "Change of Control Period" shall have the meaning set forth in the Employment Agreement. 6.5 "Disability" shall have the meaning set forth in the Employment Agreement. 6.6 "Employment Agreement" means the Employment Agreement dated as of [DATE OF EMPLOYMENT AGREEMENT], as amended, between the Company and Participant. 6.7 "Good Reason" shall have the meaning set forth in the Employment Agreement. 6.8 "Performance Target" shall mean the relevant Annual EPS Target or the Revenue Growth Target, as applicable. 6.9 "Retirement" shall mean the date when Participant terminates employment and retires from the Company and its Subsidiaries after having achieved at least ten (10) years of cumulative service with the Company and/or its Subsidiaries and reached the age of 57 years or older. 6.10 "Revenue Growth Target" shall mean a target compound annual growth rate for the Company's consolidated net product revenue during the period beginning on January 1, and ending on December 31, , of [GROWTH RATE %]; provided that in determining whether the Revenue Growth Target has been met, OraSure's consolidated net product revenues, as reported in OraSure's audited financial statements from the years ended December 31, and shall be adjusted, as determined by the Board, to eliminate the impact of any mergers, acquisitions and divestitures during that period. 6.11 "Vesting Date" shall mean (the third anniversary of the date of this Agreement).View More
Certain Defined Terms. When used in this Agreement, the following terms have the meanings specified below: 6.1 "Annual EPS Target" shall mean a target for consolidated fully-diluted annual earnings-per-share ("EPS") on OraSure common stock for the year ending December 31, 2016, as reported in the Company's audited financial statements, of [EPS 3 TARGET]; $[ ]; provided that the following shall be excluded in determining whether calculating the Annual EPS Target has been met, OraSure's fully-diluted consolidated earnin...gs-per-share, as reported in its audited financial statements for the year ended December 31, , shall be adjusted, as determined by the Board, to (i) reflect foreign exchange rate(s) used in OraSure's Operating Plan for ; (ii) exclude the financial impact of mergers, acquisitions, divestitures and new legal proceedings during ; (iii) exclude the financial impact resulting from changes in the Company's strategic collaborations or restructuring charges resulting from changes in business strategy during ; and (iv) exclude the impact of any new share repurchases or equity financings by OraSure during Target: . 6.2 "Cause" shall have the meaning set forth in the Employment Agreement. 6.3 "Change of Control" shall have the meaning set forth in the Employment Agreement. 6.4 "Change of Control Period" shall have the meaning set forth in the Employment Agreement. 6.5 "Disability" shall have the meaning set forth in the Employment Agreement. 6.6 "Employment Agreement" means the Employment Agreement dated as of [DATE OF EMPLOYMENT AGREEMENT], , as amended, between the Company and Participant. 6.7 "Good Reason" shall have the meaning set forth in the Employment Agreement. 6.8 "Performance Target" shall mean the relevant Annual EPS Target or the Revenue Growth Target, as applicable. -4- 6.9 "Retirement" shall mean the date when Participant terminates employment and retires from the Company and its Subsidiaries after having achieved at least ten (10) years of cumulative service with the Company and/or its Subsidiaries and reached the age of 57 years or older. 6.10 "Revenue Growth Target" shall mean a target compound annual growth rate for an increase in the Company's consolidated net product revenue during the period beginning on January 1, 2016 and ending on December 31, , 2018, as reported in the Company's audited financial statements, of [GROWTH RATE %]; [ ]%; provided that the following items shall be excluded in determining whether calculating the Revenue Growth Target has been met, OraSure's consolidated net product revenues, as reported in OraSure's audited financial statements from the years ended December 31, and shall be adjusted, as determined by the Board, to eliminate the impact of any mergers, acquisitions and divestitures during that period. Target: 6.11 "Vesting Date" shall mean , 20 (the third anniversary of the date of this Agreement). View More
Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in Exhibit I to the Agreement shall have the same meanings herein as therein defined.
Certain Defined Terms. Capitalized terms that which are used herein without definition and that are defined in Exhibit I to the Agreement shall have the same meanings herein as therein defined. in the Agreement.
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act. 32 17. Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be tak...en by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Phone: (800) 503-4611, Attention: Prospectus Group; and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Facsimile: (212) 622-8358, Attention: Equity Syndicate Desk. Notices to the Company or the Manager shall be given to it at Apollo Commercial Real Estate Finance, Inc. c/o Apollo Global Management, LLC, 9 West 57th Street, 43rd Floor, New York, New York 10019, Facsimile: (212) 515-3251, Attention: John J. Suydam. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.View More
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act. 32 17. 20 14. Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may... be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Phone: (800) 503-4611, Attention: Prospectus Group; and J.P. Morgan Securities LLC, 383 Madison Avenue, 3rd Floor, New York, NY 10179, Facsimile: New York 10179 (fax: (212) 622-8358, 834-6081, Attention: Equity Investment Grade Syndicate Desk. Desk; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza NY1-050-12-01, New York, New York 10020 (fax: (212) 901-7881), Attention: High Grade Debt Capital Markets Transaction Management/Legal. Notices to the Company or the Manager shall be given to it at Apollo Commercial Real Estate Finance, Inc. c/o Apollo Global Management, LLC, 9 West 57th Street, 43rd Floor, New York, New York 10019, Facsimile: (212) 515-3251, Kennametal Inc., 1600 Technology Way, P.O. Box 231, Latrobe, Pennsylvania 15650 (fax: (724) 539-3839), Attention: John J. Suydam. General Counsel. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 21 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More
