Certain Defined Terms Contract Clauses (4,569)
Grouped Into 50 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 and, with respect to the Company, specifically includes StepStone, but, for the avoidance of doubt, does not
... include the StepStone Funds or their investments or portfolio companies or special purpose entities formed to make any such investments or acquire any such portfolio companies; (d) "StepStone Funds" means, collectively, all Funds (excluding their portfolio companies and investments and all special purpose entities formed to acquire any such portfolio companies and investments) (i) sponsored or promoted by the Company or any of its subsidiaries, (ii) for which the Company or any of its subsidiaries acts as a general partner or managing member (or in a similar capacity) or (iii) for which the Company or any of its subsidiaries acts as an investment adviser or investment manager and (e) "Fund" means any collective investment vehicle (whether open-ended or -41- closed-ended) including, without limitation, an investment company, a general or limited partnership, a trust and any other business entity or investment vehicle organized in any jurisdiction that provides for management fees or "carried interest" (or other similar profits allocations) to be borne by investors therein.
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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 and, with respect to the Company, specifically includes StepStone, but, for the avoidance of doubt, does not
... include the StepStone Funds or their investments or portfolio companies or special purpose entities formed to make any such investments or acquire any such portfolio companies; (d) "StepStone Funds" means, collectively, all Funds (excluding their portfolio companies and investments and all special purpose entities formed to acquire any such portfolio companies and investments) (i) sponsored or promoted by the Company or any of its subsidiaries, (ii) for which the Company or any of its subsidiaries acts as a general partner or managing member (or in a similar capacity) or (iii) for which the Company or any of its subsidiaries acts as an investment adviser or investment manager and (e) "Fund" means any collective investment vehicle (whether open-ended or -41- closed-ended) including, without limitation, an investment company, a general or limited partnership, a trust and any other business entity or investment vehicle organized in any jurisdiction that provides for management fees or "carried interest" (or other similar profits allocations) to be borne by investors therein. -42- 17. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the StepStone Parties and the Selling Stockholders, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
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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
... 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 . 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).
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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... earnings-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).
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Certain Defined Terms. As used in this Warrant, the following terms have the meanings specified below: (a) "Business Day" means any day that is not a Saturday, Sunday or a day observed as a legal holiday by the US Federal Government and/or the State of New York. (b) "Change of Control" means, for a transaction involving the Company, whether effected in one transaction or a series of related transactions: (a) any merger, consolidation, reorganization, recapitalization or restructuring, formation of a joint venture,
... partnership or other business combination pursuant to which all or substantially all of the business and assets of the Company are acquired by or combined with that of another person or (b) the acquisition by another person, of more than 50% of the capital stock or assets of the Company by way of a negotiated purchase or otherwise. (c) "Manufacturer" means a manufacturer or distributor of passenger automobiles, vans and/or light-duty trucks. (d) "MSRP" means, with respect to each Vehicle (as defined in the Base Indenture), the Manufacturer's suggested retail price for such Vehicle (as defined in the Base Indenture) based on information from the Manufacturer and such Vehicle's (as defined in the Base Indenture) make, model, options and characteristics.
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Certain Defined Terms. As used in this Warrant, the following terms have the meanings specified below: (a) "Business Day" means any day that is not a Saturday, Sunday or a day observed as a legal holiday by the US Federal Government and/or the State of New York. (b) "Change of Control" means, for a transaction involving the Company, whether effected in one transaction or a series of related transactions: (a) any merger, consolidation, reorganization, recapitalization or restructuring, formation of a joint venture,
... partnership or other business combination pursuant to which all or substantially all of the business and assets of the Company are acquired by or combined with that of another person or (b) the acquisition by another person, of more than 50% of the capital stock or assets of the Company by way of a negotiated purchase or otherwise. (c) "Manufacturer" means a manufacturer or distributor of passenger automobiles, vans and/or light-duty trucks. (d) "MSRP" means, with respect to each Vehicle (as defined in the Base Indenture), the Manufacturer's suggested retail price for such Vehicle (as defined in the Base Indenture) based on information from the Manufacturer and such Vehicle's (as defined in the Base Indenture) make, model, options and characteristics. 22 35. Investment Unit. The Company, the Issuer and the Holder acknowledge and agree that the Class A Notes (as defined in the Indenture) made on the Effective Date (as defined in the Indenture) and the Warrant, taken together, comprise an "investment unit" for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and agree that the issue price of such investment unit shall be allocated between the Class A Notes (as defined in the Indenture) and the Warrant based on their relative fair market values as of the Effective Date, in accordance with Treasury Regulation Section 1.1273-2(h). For this purpose, the Company, the Issuer and the Holder agree that, as of the Effective Date (as defined in the Indenture), the fair market value of the Warrant is $0. The Company, the Issuer and the Holder agree to file all applicable tax returns in a manner consistent with such allocation and not to take any position on any tax return or in any tax proceeding that is inconsistent with such allocation, unless otherwise required by a contrary "determination" within the meaning of Section 1313 of the Code.
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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
... 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, 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.
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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.
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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
... 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, 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.
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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.
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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.
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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... 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) (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.
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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.
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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... 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) (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.
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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.
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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.
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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
... 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 . 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).
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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... earnings-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).
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